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

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the 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; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its or their own gross negligence, bad faith 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 (including counsel for the Borrower or the SellerBorrower), Independent 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; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or the other Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Loan Document on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller its Subsidiaries or to inspect the property Property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerits Subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretoLoan Document; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimiletelecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Seller), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Collateral Manager, the Equityholder or the Seller or to inspect the property (including the books and records) of any of the Borrower, the Collateral Manager, the Equityholder or the Seller; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith negligence or willful misconductmisconduct in a final, non-appealable, decision by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Seller), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Collateral ManagerSeller, the Equityholder Collateral Manager or the Seller Equityholder or to inspect the property (including the books and records) of any of the Borrower, the Collateral ManagerSeller, the Equityholder Collateral Manager or the SellerEquityholder; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the The Administrative Agent nor any of and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them as Administrative Agent in good faith under or in connection with this Agreement the Transaction Documents (including, without limitation, the servicing, administering or any of the other Transaction Documentscollecting Pool Receivables as Master Servicer pursuant to Section 8.1), except for its or their own breach of the applicable terms of the Transaction Documents or its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrower or the Seller), Independent independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to the Investors or any other holder of any interest in Pool Receivables and shall not be responsible to the Investors or any such other holder for any statements, warranties or representations made by any other Person Seller Party in or in connection with this Agreementany Transaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Document on the part of the Borrower, the Collateral Manager, the Equityholder or the any Seller Party or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Sellerany Seller Party; (ivd) shall not be responsible to the Investors or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or theretoDocument; and (ve) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephonetelephone where permitted herein), consent, certificate or other instrument or writing (which may be by facsimile) in good faith believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligencenegligence or willful misconduct. Each Lender, bad faith Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral ManagerTransferor, the Equityholder or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral ManagerTransferor, the Equityholder or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith negligence or willful misconductmisconduct as determined in a final decision by a court of competent jurisdiction. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral ManagerTransferor, the Equityholder or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral ManagerTransferor, the Equityholder or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), Independent independent public accountants and other experts selected by it and shall not be liable to the Lenders 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerany of its Subsidiaries; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability to the Lenders under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. 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 as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its to the extent such claim, damage, loss, liability or their own expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith negligence or willful misconductmisconduct of such person. Without limiting 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 10.04, (b) may rely on the Register to the extent set forth in Section 2.05 and Section 10.04(b), (c) may consult with legal counsel (including counsel for to the Borrower or the SellerBorrowers), Independent 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 Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of any other Person Borrower in or in connection with this Agreement; Agreement or any other Loan Document, (iiie) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement or any other Loan Document, as to the financial condition of any Borrower or as to the other Transaction Documents on the part existence or possible existence of the Borrower, the Collateral Manager, the Equityholder any Default or the Seller or to inspect the property (including the books and records) Event of the Borrower, the Collateral Manager, the Equityholder or the Seller; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; Default and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which writing may be by facsimilea telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower Transferor or the Seller), Independent 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 Class Investor and shall not be responsible to any Class Investor for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the BorrowerTransferor, the Collateral Manager, the Equityholder Collection Agent or the Seller Tech Data or to inspect the property (including the books and records) of the BorrowerTransferor, the Collateral Manager, the Equityholder Collection Agent or the Seller; Tech Data (iv) shall not be responsible to any Class Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any Agreement, in the absence of the other Transaction Documents, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrower any Purchaser Party or the Sellerany Servicer), Independent independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Purchaser Party (whether written or oral) and shall not be responsible to any Purchaser Party for any statements, warranties or representations (whether written or oral) made by any other Person party in or in connection with this Agreement; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller any Purchaser Party or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Sellerany Purchaser Party; (ivd) shall not be responsible to any Purchaser Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (ve) shall incur no liability under or be entitled to rely, and shall be fully protected in respect of this Agreement or any of the other Transaction Documents by acting so relying, upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement (including, without limitation, the Administrative Agent’s servicing, administering or any of the other Transaction Documentscollecting Pool Receivables as Collection Agent), except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: : (ia) may consult with legal counsel (including counsel for the Borrower Seller, the Originator or the SellerCollection Agent), Independent independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; ; (iib) makes no warranty or representation to any Investor or Bank (whether written or oral) and shall not be responsible to any Investor or Bank for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; ; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the BorrowerSeller, the Collateral Manager, the Equityholder Originator or the Seller Collection Agent or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Seller or the Seller; Collection Agent; (ivd) shall not be responsible to any Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and and (ve) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimiletelecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: : (ia) may treat the Lender that made any Advance as the holder of the Debt 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; (b) may consult with legal counsel (including counsel for the Borrower Mondelēz or the Sellerany Borrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; Agreement by Mondelēz or any Borrower; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder Mondelēz or the Seller any Borrower or to inspect the property (including the books and records) of Mondelēz or such Borrower other than items or payments expressly required to be delivered or made to the Borrower, the Collateral Manager, the Equityholder or the Seller; Administrative Agent hereunder; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram, telex, registered mail or, for the purposes of Section 2.02(a) or 2.07(b), email) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligencenegligence or willful misconduct. Each Lender, bad faith Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Seller), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral ManagerSeller, the Equityholder or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral ManagerSeller, the Equityholder or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by email or facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agents nor any of its their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agents: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMCB, as 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; (ib) may consult with legal counsel (including counsel for the Borrower Altria or the Sellerany Borrower), Independent 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 make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; ; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller any Borrower or to inspect the property (including the books and records) of the such Borrower, the Collateral Manager, the Equityholder or the Seller; ; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as the Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for Documents in the absence of its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: : (ia) may consult with legal counsel (including counsel for the Borrower Collateral Agent, the Company, the Master Servicer or the SellerContributor), Independent independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; ; (iib) makes no warranty or representation to any Lender, the Collateral Agent or any Funding Agent (whether written or oral) and shall not be responsible to any Lender, the Collateral Agent or any Funding Agent for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; Agreement or any other Transaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Document on the part of the Borrowerany Transaction Party or any other Person, the Collateral Manager, the Equityholder or the Seller or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; any Transaction Party; (ivd) shall not be responsible to any Lender, the Collateral Agent or any Funding Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or theretohereto; and and (ve) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsLoan Document, except for its or their own gross negligence, bad faith 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 a Lender Assignment 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 counsel for the Borrower or the SellerBorrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this AgreementAgreement or any other Loan Document; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Loan Document on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith 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 counsel for the Borrower or the SellerBorrowers), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrowers or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the SellerBorrowers; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: : (ia) may treat the Lender that made any Advance as the holder of the Debt 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; (b) may consult with legal counsel (including counsel for the any Borrower or the SellerKraft Foods), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; Agreement by any Borrower or Kraft Foods; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder any Borrower or the Seller Kraft Foods or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder any Borrower or the Seller; Kraft Foods; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram, telex, registered mail or, for the purposes of Section 2.02(a) or 2.07(b), email) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligencenegligence or willful misconduct. Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, bad faith except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral ManagerTransferor, the Equityholder or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral ManagerTransferor, the Equityholder or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith negligence or willful misconductmisconduct as determined in a final decision by a court of competent jurisdiction. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder Transferor or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Transferor or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith 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 counsel for the Borrower or the SellerBorrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence, bad faith negligence or willful misconductmisconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral ManagerTransferor, the Equityholder or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral ManagerTransferor, the Equityholder or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimileemail) believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; and (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent may deem and treat the payee of any portion of any Advance and the I/O Loan as the owner thereof for all purposes unless such Advance or the I/O Loan, as applicable, shall have been transferred in accordance with this Agreement and all actions required by such section in connection with such transfer shall have been taken.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligencenegligence or willful misconduct. Each Lender, bad faith Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or and the Seller), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller any Borrower Party or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the SellerBorrower Advisors; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Banks for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), Independent independent public accountants and other experts selected by it and shall not be liable to the Banks 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 Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerany of its Subsidiaries; (iv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability to the Banks under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither With respect to the Lenders, neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerServicer), Independent 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 and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to any Lender to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the SellerServicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability to any Lender under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence, bad faith negligence or willful misconductmisconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral ManagerTransferor, the Equityholder or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral ManagerTransferor, the Equityholder or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimileemail) believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; and (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent may deem and treat the payee of any portion of any Advance and the I/O Notional Loan as the owner thereof for all purposes unless such Advance or the I/O Notional Loan, as applicable, shall have been transferred in accordance with this Agreement and all actions required by such section in connection with such transfer shall have been taken.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor or 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 or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for damages caused by its or their own gross negligence, bad faith 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 reasonably satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower or the Seller)counsel, Independent independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or the other Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Loan Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller any Credit Party or to inspect the property Collateral (including the books Books and recordsRecords to the extent not prohibited by a confidentiality agreement in favor of a third party) of the Borrower, the Collateral Manager, the Equityholder or the Sellerany Credit Party; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of Agreement or the other Transaction Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Loan Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own fraud, gross negligence, bad faith negligence or willful misconductmisconduct as determined in a final decision by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own fraud, gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimilefacsimile or email) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligencenegligence or willful misconduct. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, bad faith except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral ManagerTransferor, the Equityholder or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral ManagerTransferor, the Equityholder or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its or their own gross negligence, bad faith 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 (including counsel for the Borrower or the SellerBorrower), Independent 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; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or the other Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Loan Document on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller its Subsidiaries or to inspect the property Property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerits Subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretoLoan Document; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimiletelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligencenegligence or willful misconduct. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, bad faith except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral ManagerTransferor, the Equityholder Parent or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral ManagerTransferor, the Equityholder Parent or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its officers, directors, officersemployees, agents or employees advisors shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith 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 or an Assumption Agreement, as the case may be, 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 or 2.16, respectively; (ii) may consult with legal counsel (including counsel for the Borrower or the SellerCompany), Independent independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; ; (iiiii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; Agreement or any Note; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Note on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller any Borrower or to inspect the property (including the books and records) of the any Borrower, the Collateral Manager, the Equityholder or the Seller; ; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or any Note, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or theretohereto; and and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as the Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for Documents in the absence of its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: : (ia) may consult with legal counsel (including counsel for the Borrower Collateral Agent, the Company, the Master Servicer or the SellerContributor), Independent independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; ; (iib) makes no warranty or representation to any Lender, the Collateral Agent or any Funding Agent (whether written or oral) and shall not be responsible to any Lender, the Collateral Agent or any Funding Agent for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; Agreement or any other Transaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Document on the part of the Borrowerany Transaction Party or any other Person, the Collateral Manager, the Equityholder or the Seller or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; any Transaction Party; (ivd) shall not be responsible to any Lender, the Collateral Agent or any Funding Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or theretohereto; and and (ve) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimileelectronic mail) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. 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 (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Credit Documents, except for its or their own gross negligence, bad faith 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 reasonably satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or the other Credit Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Credit Document on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller its Subsidiaries or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerits Subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretoCredit Document; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Credit Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerEquityholder), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Collateral Manager, Manager or the Equityholder or the Seller or to inspect the property (including the books and records) of any of the Borrower, the Collateral Manager, the Equityholder Manager or the SellerEquityholder; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligencenegligence or willful misconduct. The Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, bad faith except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder Transferor or the Seller Servicer or to inspect the property (including the books and records, including without limitation the Records) of the Borrower, the Collateral ManagerTransferor, the Equityholder or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Purchaser for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documentsrelated agreement, instrument or document except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrower Issuer, the Servicer, any Managing Agent or the SellerTrustee), Independent independent public accountants and other experts selected by it and shall not be liable to the Purchaser 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 the Purchasers and shall not be responsible to the Purchasers for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or in connection with any related agreement, instrument or document; (iiic) shall not have any duty to the Purchasers to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents related agreement, instrument or document on the part of the BorrowerIssuer, the Collateral ManagerTrustee, the Equityholder Servicer or the Seller any Purchaser or Managing Agent or to inspect the property (including the books and records) of the BorrowerIssuer, the Collateral ManagerTrustee, the Equityholder Servicer, any Purchaser or the Sellerany Managing Agent; (ivd) shall not be responsible to the Purchasers for the due execution, legality, validity, enforceability, genuineness, genuineness or sufficiency or of value of this Agreement, any of the other Transaction Documents Agreement or any other related agreement, instrument or document furnished pursuant hereto document; (e) shall not be deemed to be acting as any Purchaser’s trustee or theretootherwise in a fiduciary capacity hereunder or in connection with any related agreement, instrument or document; and (vf) shall incur no liability to any Purchaser under or in respect of this Agreement or any of the other Transaction Documents related agreement, instrument or document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex or facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower Borrower, the Servicer, the Originator or the SellerGuarantors), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral ManagerOriginator, the Equityholder Servicer or the Seller Guarantors or to inspect the property (including the books and records) of the Borrower, the Collateral ManagerOriginator, the Equityholder Servicer or the SellerGuarantors; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Purchaser for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documentsrelated agreement, instrument or document except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrower Issuer, the Servicer, any Managing Agent or the SellerIndenture Trustee), Independent independent public accountants and other experts selected by it and shall not be liable to the Purchaser 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 the Purchasers and shall not be responsible to the Purchasers for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or in connection with any related agreement, instrument or document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents related agreement, instrument or document on the part of the BorrowerIssuer, the Collateral ManagerIndenture Trustee, the Equityholder Servicer or the Seller any Purchaser or Managing Agent or to inspect the property (including the books and records) of the BorrowerIssuer, the Collateral ManagerIndenture Trustee, the Equityholder Servicer, any Purchaser or the Sellerany Managing Agent; (ivd) shall not be responsible to the Purchasers for the due execution, legality, validity, enforceability, genuineness, genuineness or sufficiency or of value of this Agreement, any of the other Transaction Documents Agreement or any other related agreement, instrument or document furnished pursuant hereto document; (e) shall not be deemed to be acting as any Purchaser’s trustee or theretootherwise in a fiduciary capacity hereunder or in connection with any related agreement, instrument or document; and (vf) shall incur no liability to any Purchaser under or in respect of this Agreement or any of the other Transaction Documents related agreement, instrument or document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex or facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable to any Bank for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith 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 Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or the SellerBorrower), Independent 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 Bank or any other Person and shall not be responsible to any Bank or any other Person for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or any other Loan Document; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of the other Transaction Documents any conditions precedent under this Agreement or any Loan Document on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller other persons or to entities or inspect the property (including the property, books and records) or records of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerany other Person; (ive) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or any other Loan Document, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto thereto or theretoany collateral covered thereby or the perfection or priority of any lien in favor of Administrative Agent on behalf of the Banks in any such collateral; and (vf) shall incur no liability to any Bank under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelephone or telecopy) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement (including, without limitation, the Administrative Agent’s servicing, administering or any of the other Transaction Documentscollecting Pool Receivables as Collection Agent), except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: : (ia) may consult with legal counsel (including counsel for the Borrower Seller, the Originators or the SellerCollection Agent), Independent independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; ; (iib) makes no warranty or representation to any Investor or Bank (whether written or oral) and shall not be responsible to any Investor or Bank for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; ; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the BorrowerSeller, the Collateral Manager, the Equityholder Originators or the Seller Collection Agent or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Seller or the Seller; Collection Agent; (ivd) shall not be responsible to any Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and and (ve) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimiletelecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Credit Documents, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: Agent (ia) may treat any Lender that has signed this Agreement, an Assignment and Assumption or a Joinder Agreement as the holder of the applicable portion of the Obligations; (b) may consult with legal counsel (including legal counsel for the Borrower or the Sellerany Credit Party), Independent 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 legal counsel, accountants or experts; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with this Agreementthe Credit Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Credit Document on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller any Credit Party or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Sellerany Credit Party; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Credit Document or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Credit Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier or otherwise) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Banks for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerCompany), Independent independent public accountants and other experts selected by it and shall not be liable to the Banks 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 Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Company or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Company or the Sellerany of its Subsidiaries; (iv) shall not be responsible to any Bank for the due executionexecution (other than its own), legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other related agreement, instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability to the Banks under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. 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 as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its to the extent such claim, damage, loss, liability or their own expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith negligence or willful misconductmisconduct of such person. Without limiting 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 10.04, (b) may rely on the Register to the extent set forth in Section 2.05 and Section 10.04(b), (c) may consult with legal counsel (including counsel for to the Borrower or the SellerBorrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person or on behalf of the Borrower in or in connection with this Agreement; Agreement or any other Loan Document, (iiie) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement or any other Loan Document, as to the financial condition of the other Transaction Documents on Borrower or as to the part existence or possible existence of the Borrower, the Collateral Manager, the Equityholder any Default or the Seller or to inspect the property (including the books and records) Event of the Borrower, the Collateral Manager, the Equityholder or the Seller; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; Default and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which writing may be by facsimilea telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith 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 counsel for the Borrower or the SellerBorrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerany of its Subsidiaries; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees Related Parties shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OR SUCH RELATED PARTY’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its or their own gross negligence, bad faith 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 (including counsel for the Borrower or the SellerBorrowers), Independent 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; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or the other Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Loan Document on the part of the Borrower, the Collateral Manager, the Equityholder any Borrower or the Seller any Subsidiary of a Borrower or to inspect the property Property (including the books and records) of the any Borrower or any Subsidiary of a Borrower, the Collateral Manager, the Equityholder or the Seller; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretoLoan Document; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimilefacsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT'S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its or their own gross negligence, bad faith 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 (including counsel for the Borrower or the SellerBorrower), Independent 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; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or the other Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Loan Document on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller its Subsidiaries or to inspect the property Property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerits Subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretoLoan Document; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimiletelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith 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 counsel for the Borrower or the SellerCompany), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Company or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the SellerCompany; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any of the Banks for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), Independent independent public accountants and other experts selected by it and shall not be liable to the Banks 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 Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this AgreementAgreement or the other Loan Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Loan Documents on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller Guarantor or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the SellerGuarantor or any of their Subsidiaries, and shall not be deemed to have knowledge or notice of any Default or Event of Default unless and until it shall have received, at its office specified in §22, a notice describing the same and entitled “Notice of Default”; (iv) shall not be responsible to any Bank for the due executionexecution (other than its own), legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other related agreement, instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability to the Banks under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence, willful misconduct, bad faith or fraud (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except, subject to Section 9.01(b), for its or their own gross negligence, willful misconduct, bad faith or fraud (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral ManagerTransferor, the Equityholder or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral ManagerTransferor, the Equityholder or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimileemail) believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; and (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent may deem and treat the payee of any portion of any Advance and the I/O Notional Loan as the owner thereof for all purposes unless such Advance or the I/O Notional Loan, as applicable, shall have been transferred in accordance with this Agreement and all actions required by such section in connection with such transfer shall have been taken.

Administrative Agent’s Reliance, Etc. 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 as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for damages caused by its or their own gross negligence, bad faith 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 Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to Administrative Agent, (b) may consult with legal counsel (including counsel for the Borrower or the Seller)counsel, Independent independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with this Agreement; Agreement or the other Loan Documents, (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Loan Documents on the part of the Borrower, the Collateral Manager, the Equityholder any Credit Party or the Seller its Subsidiaries or to inspect the property Collateral (including the books and records) of any Credit Party (other than the Borrowersatisfaction on the Closing Date of the conditions set forth in Section 2.1), the Collateral Manager, the Equityholder or the Seller; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of Agreement or the other Transaction Loan Documents or any other instrument or document furnished pursuant hereto or thereto; thereto and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Loan Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the The Administrative Agent nor any of and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them as Administrative Agent in good faith under or in connection with this Agreement the Transaction Documents (including, without limitation, the servicing, administering or any of the other Transaction Documentscollecting Pool Receivables as Master Servicer pursuant to Section 8.1), except for its or their own breach of the terms of the applicable terms of the Transaction Documents or its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrower or the Seller), Independent independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to the Purchasers or any other holder of any interest in Pool Receivables and shall not be responsible to the Purchaser or any such other holder for any statements, warranties or representations made by any other Person Seller Party in or in connection with this Agreementany Transaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Document on the part of the Borrower, the Collateral Manager, the Equityholder or the any Seller Party or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Sellerany Seller Party; (ivd) shall not be responsible to the Purchaser or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or theretoDocument; and (ve) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephonetelephone where permitted herein), consent, certificate or other instrument or writing (which may be by facsimilefacsimile or telex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: : (i) may consult with legal counsel (including counsel for the Borrower Borrowers, the Servicer or the SellerOriginator), Independent 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 and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to any Lender to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the BorrowerBorrowers, the Collateral Manager, the Equityholder Originator or the Seller Servicer or to inspect the property (including the books and records) of the BorrowerBorrowers, the Collateral Manager, the Equityholder Originator or the SellerServicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability to any Lender under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the Lender which made any Advance (or purchased or funded a participation with respect to a Letter of Credit) as the holder of the Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.19 or 2.20, as the case may be, or 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 counsel for the Borrower or the SellerBorrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower Seller or the SellerOriginator), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the BorrowerSeller, the Collateral ManagerOriginator, the Equityholder Depositor or the Seller Servicer or to inspect the property (including the books and records) of the BorrowerSeller, the Collateral ManagerOriginator, the Equityholder Depositor or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, consent certificate or other instrument or writing (which may be by facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any promissory note delivered pursuant to Section 2.01(b) as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Administrative Agent; (ii) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), Independent 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 Bank and shall not be responsible to any Bank for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerany of its subsidiaries; (ivv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the ------------------------------------ Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith 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 counsel for the Borrower or the SellerBorrowers), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrowers or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the SellerBorrowers; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligencenegligence or willful misconduct. Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, bad faith except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerCollateral Manager), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, Borrower or the Collateral Manager, the Equityholder or the Seller Manager or to inspect the property (including the books and records) of the Borrower, Borrower or the Collateral Manager, the Equityholder or the Seller; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, the L/C Issuers nor any of its their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsOperative Document, except for its or their own gross negligence, bad faith negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, each of the Administrative AgentAgent and the L/C Issuers: (i) may consult with legal counsel (including counsel for the Borrower or the SellerCompany), Independent 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 representations to any Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this AgreementAgreement or any Operative Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Operative Document on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Company or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the SellerCompany; (iv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Agreement or any of the other Transaction Documents Operative Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Operative Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier or telegram) believed by it to be genuine and signed or sent by the proper party or parties. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any Operative Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Bank and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Operative Document or otherwise exist against the Administrative Agent.

Administrative Agent’s Reliance, Etc. Neither the Administrative any Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative each Agent: (i) may treat the payee of any Note as the holder thereof until, in the case of the Administrative Agent, 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, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. 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 as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its its, his, her or their own gross negligence, bad faith 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(c); (iii) may consult with legal counsel (including including, without limitation, counsel for to the Borrower or the Sellerany other Loan Party), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or any of the other Loan Documents; (iiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Loan Documents on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller any other Loan Party or to inspect the property (including including, without limitation, the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerany other Loan Party; (ivvi) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Agreement or any of the other Transaction Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vvii) shall incur no liability under or in respect of this Agreement or any of the other Transaction Loan Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, cable, telex or facsimile transmission) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT'S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its or their own gross negligence, bad faith 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 (including counsel for the Borrower or the SellerBorrower), Independent 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; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or the other Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Loan Document on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller its Subsidiaries or to inspect the property Property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerits Subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretoLoan Document; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimiletelecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its or their own gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and nonappealable judgment. 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 (including counsel for the Borrower or the SellerBorrower), Independent 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; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or the other Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Loan Document on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller its Subsidiaries or to inspect the property Property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerits Subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretoLoan Document; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by telecopier or facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its directors, officers, agents agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsLoan Paper, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent: ; (ib) may consult with legal counsel (including counsel for the Borrower or any of the SellerRestricted Subsidiaries), Independent independent public accountants accountants, and other experts selected by it it, and shall not be 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; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or any other Loan Papers; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any of the other Transaction Documents Loan Papers on the part of the Borrower, the Collateral Manager, the Equityholder any GCI Entity or the Seller Restricted Subsidiaries or to inspect the property Property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder any GCI Entity or the SellerRestricted Subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Loan Papers, or any other instrument or document furnished pursuant hereto or theretohereto; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Papers by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the Lender which made any Advance as the holder of the Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.19 or 2.20, as the case may be, or an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith or willful misconduct, fraud or bad faith. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower any Loan Party or the Seller), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the BorrowerLoan Parties, the Collateral ManagerServicer, the Equityholder or the Seller or to inspect the property (including the books and records) of any of the BorrowerLoan Parties, the Collateral ManagerServicer, the Equityholder or the Seller; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith 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 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 11.5.; (b) may consult with and rely upon legal counsel (including its own counsel or counsel for the Borrower or the Sellerany Loan Party), Independent 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 Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or any other Loan Document; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of the other Transaction Documents any conditions precedent under this Agreement or any Loan Document on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller other Persons or to inspect the property (including the property, books and records) or records of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerany other Person; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or any other Loan Document, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto thereto or theretoany Collateral covered thereby or the perfection or priority of any Lien in favor of the 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 of the other Transaction Documents Loan Document by acting upon (and shall be entitled to rely upon) any notice (including notice by telephone)notice, consent, certificate certificate, instrument, writing or other instrument or writing communication (which may be by facsimiletelephone or telecopy) believed by it to be genuine and signed correct and signed, sent or sent given by or on behalf of the proper party Person or partiesPersons.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligencenegligence or willful misconduct. Each Lender, bad faith Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerServicer), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. 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 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 as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsLoan Document, except for its ws4E6.tmp 31 or their own gross negligence, bad faith negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including its own counsel or counsel for the Borrower or the Sellerany other Loan Party), Independent 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 Lender or any other Person and shall not be responsible to any Lender or any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by the Borrower, any other Loan Party or any other Person in or in connection with this AgreementAgreement or any other Loan Document; (iiib) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of the other Transaction Documents any conditions precedent under this Agreement or any Loan Document on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller other Persons or to inspect the property (including the property, books and records) or records of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerany other Person; (ivc) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or any other Loan Document, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto thereto or theretoany Collateral covered thereby or the perfection or priority of any Lien in favor of the 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 of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelephone, telecopy or electronic mail) believed by it to be genuine and 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 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.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence, bad faith negligence or willful misconductmisconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral ManagerTransferor, the Equityholder or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral ManagerTransferor, the Equityholder or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimileemail) believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; and (vii) shall be entitled to reasonably rely upon, and shall not incur any liability for reasonably relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent may deem and treat the payee of any portion of any Advance and the I/O Notional Loan as the owner thereof for all purposes unless such Advance or the I/O Notional Loan, as applicable, shall have been transferred in accordance with this Agreement and all actions required by such section in connection with such transfer shall have been taken.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Sellerany Affiliate Transferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Collateral Manager, the Equityholder or the Seller any Affiliate Transferor or to inspect the property (including the books and records) of any of the Borrower, the Collateral Manager, the Equityholder or the Sellerany Affiliate Transferor; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimilefacsimile or other electronic notice) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat a Bank as the obligee of any Advance or, if applicable, the payee of any Note until the Administrative Agent receives and accepts a Transfer Agreement executed by the Borrower (if required pursuant to Section 8.6), the Bank which is the assignor Bank, and the assignee in accordance with the last sentence of Section 8.6(a); (ii) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), Independent 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 Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (ivv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto (including a Note requested by a Bank, delivered to a Bank pursuant to Section 8.6 or theretootherwise held by a Bank); and (vvi) shall incur no liability under or in respect of any, Note or this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the Lender that made any Revolving Credit Advance as the holder of the Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.17 or 2.18, as the case may be, or an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the ------------------------------------ Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the Lender which made any Advance as the holder of the Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.19, or an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. 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 as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its its, his, her or their own gross negligence, bad faith negligence or willful 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(c); (iii) may consult with legal counsel (including including, without limitation, counsel for to the Borrower or the Sellerany other Loan Party), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or any of the other Loan Documents; (iiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Loan Documents on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller any other Loan Party or to inspect the property (including including, without limitation, the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerany other Loan Party; (ivvi) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Agreement or any of the other Transaction Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vvii) shall incur no liability under or in respect of this Agreement or any of the other Transaction Loan Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, cable, telex or facsimile transmission) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor ESL Investments, Inc. (“ESL”) nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Credit Documents, except for its or their own gross negligence, bad faith 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 (including counsel for the Borrower or the SellerBorrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or the other Credit Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Credit Document on the part of the BorrowerParent, the Collateral Manager, the Equityholder Borrower or the Seller their Subsidiaries or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerits Subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretoCredit Document; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Credit Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. 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 as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for damages caused by its or their own gross negligence, bad faith 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 Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower or the Seller)counsel, Independent independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or the other Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Loan Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller any Loan Party or to inspect the property Collateral (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Sellerany Loan Party; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of Agreement or the other Transaction Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Loan Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own bad faith, gross negligence, bad faith negligence or willful misconductmisconduct as determined in a final decision by a court of competent jurisdiction. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own bad faith, gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder Transferor or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Transferor or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as the Administrative Agent under or in connection with this Agreement (including, without limitation, the servicing, administering or any of the other Transaction Documentscollecting Pool Receivables as Servicer pursuant to Section 8.01), except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrower or the Seller), Independent independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Purchaser or any other holder of any interest in Pool Receivables and shall not be responsible to any Purchaser or any such other holder for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or any other Agreement Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller any SCI Party or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Sellerany SCI Party; (ivd) shall not be responsible to any Purchaser or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretoAgreement Document; and (ve) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Agreement Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimilefacsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its or their own gross negligence, bad faith 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 (including counsel for the Borrower or the SellerBorrowers), Independent 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; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or the other Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Loan Document on the part of the Borrower, the Collateral Manager, the Equityholder any Borrower or the Seller any Subsidiary of a Borrower or to inspect the property Property (including the books and records) of the any Borrower or any Subsidiary of a Borrower, the Collateral Manager, the Equityholder or the Seller; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretoLoan Document; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimilefacsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the 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; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.. USActive 55525956.12 115

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: : (ia) may treat the Lender that made any Loan as the holder of the Debt 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; (b) may consult with legal counsel (including counsel for the Borrower Mondelēz International or the SellerBorrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; Agreement by Mondelēz International or the Borrower; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder Mondelēz International or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Mondelēz International or the Seller; Borrower other than items or payments expressly required to be delivered or made to the Administrative Agent hereunder; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimilefacsimilie, registered mail or, for the purposes of Section 2.02(a) or 2.07(b), email) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the Lender that made any Loan as the holders of the Debt resulting therefrom until, in the case of any such Lender, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreementany Loan Document; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Loan Documents on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller existence at any time of any Default or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith or willful misconduct. Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral ManagerTransferor, the Equityholder or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral ManagerTransferor, the Equityholder or the Seller; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.Servicer;

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower Transferor or the SellerCollection Agent), Independent 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 Credit Party (whether written or oral) and shall not be responsible to any Credit Party for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller any other party thereto or to inspect the property (including the books and records) of the BorrowerTransferor, the Collateral ManagerCollection Agent, the Equityholder any Originator or the Sellerany Affiliate thereof; (iv) shall not be responsible to any Credit Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimilefacsimile or e-mail) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its or their own gross negligence, bad faith 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 (including counsel for the Borrower or the SellerBorrower), Independent 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; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or the other Loan Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (ivd) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretoLoan Document; and (ve) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimiletelecopier) believed by it to be genuine and signed or sent by the proper party or parties. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document, writing or other communication (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Credit Extension or any Conversion or continuance of an Advance that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Credit Extension or Conversion or continuance of an Advance. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and the Administrative Agent shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence, bad faith negligence or willful misconductmisconduct (each as determined in a final, non‑appealable judgment by a court of competent jurisdiction). Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final, non‑appealable judgment by a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral ManagerTransferor, the Equityholder or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral ManagerTransferor, the Equityholder or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimileemail) believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; and (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent may deem and treat the payee of any portion of any Advance and the I/O Loan as the owner thereof for all purposes unless such Advance or the I/O Loan, as applicable, shall have been transferred in accordance with this Agreement and all actions required by such section in connection with such transfer shall have been taken.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith 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 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 its own counsel or counsel for the Borrower or the Sellerany Loan Party), Independent 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 Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or any other Loan Document; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of the other Transaction Documents any conditions precedent under this Agreement or any Loan Document on the part of the Borrower, the Collateral Manager, the Equityholder Borrower or the Seller other Persons or to inspect the property (including the property, books and records) or records of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerany other Person; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or any other Loan Document, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto thereto or theretoany Collateral covered thereby or the perfection or priority of any Lien in favor of the 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 of the other Transaction Documents Loan Document by acting upon (and shall be entitled to rely upon) any notice (including notice by telephone)notice, consent, certificate certificate, instrument, writing or other instrument or writing communication (which may be by facsimiletelephone or telecopy) believed by it to be genuine and signed correct and signed, sent or sent given by or on behalf of the proper party Person or partiesPersons.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees employees, shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement the Loan Documents or any of the other Transaction DocumentsL/C, except for its or their own gross negligence, bad faith 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 counsel for the Borrower or the SellerBorrower), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreementthe Loan Documents or any L/C; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement the Loan Documents or any of the other Transaction Documents L/C on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreementany lien or security interest created or purported to be created under or in connection with the Loan Documents, any of the other Transaction Documents L/C or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement the Loan Documents or any of the other Transaction Documents L/C by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence, bad faith negligence or willful misconductmisconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral ManagerTransferor, the Equityholder or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral ManagerTransferor, the Equityholder or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimileemail) believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; and (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.

Administrative Agent’s Reliance, Etc. 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 as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for damages caused by its or their own gross negligence, bad faith 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 Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower or the Seller)counsel, Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or the other Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Loan Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller any Loan Party or to inspect the property Collateral (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Sellerany Loan Party; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of Agreement or the other Transaction Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Loan Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its directors, officers, agents agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsLoan Paper, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent: ; (ib) may consult with legal counsel (including counsel for the Borrower or Borrower, any of the SellerRestricted Subsidiaries and Bermuda Corp.), Independent independent public accountants accountants, and other experts selected by it it, and shall not be 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; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or any other Loan Papers; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any of the other Transaction Documents Loan Papers on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Restricted Subsidiaries and Bermuda Corp. or to inspect the property Property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerits Subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Loan Papers, or any other instrument or document furnished pursuant hereto or theretohereto; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Papers by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the The Administrative Agent nor any of and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them as Administrative Agent in good faith under or in connection with this Agreement the Transaction Documents (including, without limitation, the servicing, administering or any of the other Transaction Documentscollecting Pool Receivables as Servicer pursuant to Section 8.1), except for its or their own breach of the terms of the applicable terms of the Transaction Documents or its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrower or the Seller), Independent independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to the Purchaser or any other holder of any interest in Pool Receivables and shall not be responsible to the Purchaser or any such other holder for any statements, warranties or representations made by any other Person Seller Party in or in connection with this Agreementany Transaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Document on the part of the Borrower, the Collateral Manager, the Equityholder or the any Seller Party or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Sellerany Seller Party; (ivd) shall not be responsible to Purchaser or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or theretoDocument; and (ve) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephonetelephone where permitted herein), consent, certificate or other instrument or writing (which may be by facsimilefacsimile or telex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Original Seller), Independent 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 and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder Original Seller or the Seller Servicer or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Original Seller or the SellerServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT'S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its or their own gross negligence, bad faith 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 (including counsel for the Borrower or the SellerBorrower), Independent 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; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or the other Loan Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder or the Seller; (ivd) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretoLoan Document; and (ve) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimiletelecopier) believed by it to be genuine and signed or sent by the proper party or parties. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document, writing or other communication (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Credit Extension or any Conversion or continuance of an Advance that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Credit Extension or Conversion or continuance of an Advance. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and the Administrative Agent shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its directors, officers, agents agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsLoan Document, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent: Agent receives written notice of the Lender; (ib) may consult with legal counsel (including counsel for the Borrower or the Sellerany of its Subsidiaries), Independent independent public accountants accountants, and other experts selected by it it, and shall not be 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; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or any other Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any of the other Transaction Loan Documents on the part of the Borrower, the Collateral Manager, the Equityholder any obligor or the Seller its Subsidiaries or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder any obligor or the Sellerits subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Loan Documents, or any other instrument or document furnished pursuant hereto or theretohereto; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Loan Documents by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimile) believed believe by it to be genuine and signed or sent by the proper party or parties.

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 as Administrative Agent under or in connection with this Agreement or any of the other Transaction Facility Documents, except for its or their own gross negligence, fraud, bad faith or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Seller), Independent Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it with due care and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or expertsexperts in the absence of its own gross negligence, fraud or willful misconduct; (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 AgreementAgreement 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 Agreement, the other Facility Documents or any of the other Transaction Documents Related Document on the part of the Borrower, the Collateral Manager, the Equityholder Manager or the Seller any other Person or to inspect the property (including the books and records) of the Borrower, Borrower or the Collateral Manager, the Equityholder or the Seller; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, any of the other Transaction Documents Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice (including notice by telephone)notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by facsimiletelecopier, email, cable or telex, if acceptable to it) believed by it in good faith to be genuine and believed by it to be genuine and signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document. The Administrative Agent shall not be liable for the actions for omissions of any other agent (including concerning the application of funds), or under any duty to monitor or investigate compliance on the part of any other agent with the terms or requirements of this Agreement, any Facility Document or any Related Document, or their duties hereunder or thereunder. (b) The Administrative Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder) in the absence of its own gross negligence, fraud, willful misconduct and reckless disregard. The Administrative Agent shall not be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). The Administrative Agent shall not be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that the Administrative Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate the Administrative Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. The Administrative Agent shall not be liable for any indirect, special, punitive or consequential damages (including lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. The Administrative Agent shall not be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of the Administrative Agent, or unless and to the extent written notice of such matter is received by the Administrative Agent at its address in accordance with Section 13.02. Any electronically signed document delivered via email from a person purporting to be a Responsible Officer shall be considered signed or executed by such Responsible Officer on behalf of the applicable Person. The Administrative Agent shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto. Any permissive grant of power to the Administrative Agent hereunder shall not be construed to be a duty to act. The Administrative Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval, electronic transmission or other paper or document. The Administrative Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct, bad faith, fraud or grossly negligent performance or omission of its duties. (c) The Administrative Agent shall not be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. (d) Each Lender acknowledges that, except as expressly set forth in this Agreement, the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Secured Party as to any matter. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Collateral Manager, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Collateral Manager. The Administrative Agent shall not have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Collateral Manager which may come into the possession of the Administrative Agent.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), Independent independent public accountants and other experts selected by it and shall not be liable to the Lenders for Credit Agreement NY3:#7412630v16 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower or to inspect the property Property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the Sellerany of its Subsidiaries; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability to the Lenders under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the 58 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 9.07; (ii) may consult with legal counsel (including counsel for the Borrower or the Sellerand Parent), Independent 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 Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower, the Collateral Manager, the Equityholder or the Seller Borrower and Parent or to inspect the property (including the books and records) of the Borrower, the Collateral Manager, the Equityholder Borrower or the SellerParent; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimile, electronic mail, telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.