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

Agent’s Reliance, Etc. (a) Neither Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability or value of any Collateral, this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Program Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager any Subject Entity or any of their AffiliatesAdviser or any Manager) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party the Lender or any other Person Secondary Lender and shall not be responsible to any Secured Party the Lender or any Person Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Program Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Program Documents on the part of any Subject Entity, any Adviser, any Manager, the Borrower or the Portfolio Manager Custodian or any other Person or to inspect the property (including the books and records) of the Borrower any Subject Entity, any Adviser, any Manager or the Portfolio ManagerCustodian; (iv) shall not be responsible to any Secured Party the Lender or any other Person Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document Program 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 other Facility Program Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, emailtelegram, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

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

Agent’s Reliance, Etc. (a) Neither No 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 an Agent under or in connection with this Agreement or any of the other Facility Documentsrelated agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (includingcounsel, without limitation, counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party the Purchasers or any other Person Agents and shall not be responsible to any Secured Party the Purchasers or any Person Agents for any statements, warranties or representations made by the Transferor, NFC, the Master Trust, the 1995 Master Trust Trustee, the Issuing Entity or the Indenture Trustee (whether written or oralin any capacity) made in or in connection with this Agreement or the other Facility Documentsany Series Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Series Document on the part of the Borrower Transferor, NFC, the Master Trust, the 1995 Master Trust Trustee, the Issuing Entity or the Portfolio Manager or Indenture Trustee (in any other Person capacity) or to inspect the property (including the books and records) of the Borrower Transferor, NFC, the Master Trust, the 1995 Master Trust Trustee, the Issuing Entity or the Portfolio ManagerIndenture Trustee (in any capacity); (iv) shall not be responsible to any Secured Party Purchaser or any other Person Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon any notice (or including notice by refraining from action in reliance on) any noticetelephone), consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to itfacsimile) believed by it in good faith to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Documents, any Related Document or any Related Documents notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or Borrower, the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including, for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or Borrower, any Lender or any other Person for the Borrower’s ’s, the Collateral Manager’s, any Lender’s, or any Lenderother 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.

Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. Without limiting the generality of the foregoing, each the Administrative Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager any Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Manager any Servicer or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Managersuch Servicer; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believed believe by it to be signed or sent by the proper party or parties. No The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, any Servicer’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent nor None of the Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Note Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of but subject to the foregoing, each Agent: the Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.2, (b) may rely on the Register to the extent set forth in Section 10.1, (c) may consult with legal counsel (includingincluding counsel to any Credit Party), without limitation, counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Purchaser or any other Person holder of a Note and shall not be responsible to any Secured Party Purchaser or any Person other holder of a Note for any statements, warranties or representations (whether written made by or oral) made on behalf of the Parent or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Note 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, the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Manager Agreement or any other Person Note Document, as to the financial condition of any Note Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower or the Portfolio Manager; (ivf) shall not be responsible to any Secured Party Purchaser or any other Person holder of a Note for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Related Note Document or any other instrument or document furnished pursuant hereto or thereto; thereto and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Note Document or by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which writing may be delivered by telecopier, email, cable or telexa telecopy or, if acceptable consented to itby the Agent, electronic mail) or any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

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

Agent’s Reliance, Etc. (a) Neither Agent nor The Agents or any of its respective their ---------------------- directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, each Agent: the Agents (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receive written notice of the assignment or transfer thereof, pursuant to Section 12.08 hereof, signed by such payee and in form satisfactory to the Administrative Agent; (ii) may consult with legal counsel (including, without limitation, counsel for to the Borrower Agents or counsel to the Portfolio Manager or any of their Affiliates) and Borrowers), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, certificates, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or the other Facility Documents or any Related Loan Documents on the part of the Borrower or the Portfolio Manager or any other Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of the Borrower or the Portfolio Managerany Person; (ivv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, Agreement or the other Facility Documents, any Related Document Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectibility of the Collateral, the existence, priority or perfection of the Collateral Agent's Lien thereon, or the Borrowing Base or any certificate prepared by a Borrower in connection therewith, nor shall the Agents be responsible or liable to the Lenders for any failure to monitor or maintain the Borrowing Base or any portion of the Collateral; and (vvii) shall incur no liability under or in respect of this Agreement or any the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelegram, emailtelecopy, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Administrative Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower Borrower, the Parent or the Portfolio Manager Servicer 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 experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents on the part of the Borrower Borrower, the Parent or the Portfolio Manager Servicer or any other Person or to inspect the property (including the books and records) of the Borrower Borrower, the Parent or the Portfolio ManagerServicer; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including for the avoidance of doubt, the Monthly Report), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed believe by it to be signed or sent by the proper party or parties. No The Administrative Agent shall not have any liability to the Borrower Borrower, the Parent or any Lender or any other Person for the Borrower’s, the Parent’s, the Servicer’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each the Administrative Agent: (i) may treat the payee of any promissory note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Assumption entered into by the Lender which is the payee of such promissory note, as assignor, and a NAIC Approved Bank, as assignee, as provided in Section 9.04; (ii) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and an Account Party), 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; (iiiii) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility DocumentsAgreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Agreement on the part of the Borrower or the Portfolio Manager or any other Person Account Party; or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerany Account Party; (ivv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability to the Lenders under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, telegram, cable, telex or email, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconductmisconduct or the directors, officers, agents or employees of the Agent to the extent acting at the direction of the Agent. Without limiting limitation of the generality of the foregoing, each Agent: (ia) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiic) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Loan Document on the part of the Borrower any Loan Party or the Portfolio Manager or existence at any other Person time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party and shall not be deemed to have notice or knowledge of a Default or Event of Default unless it receives a written notice from the Borrower expressly stating that a Default or the Portfolio ManagerEvent of Default has occurred; (ivd) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the perfection or priority of any Collateral, this Agreement, the other Facility Documentslien or security interest created or purported to be created under or in connection with, any Related Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelegram, email, cable telecopy or telex, if acceptable to itelectronic communication) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents on the part of the Borrower Borrower, the Lenders or the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopierfacsimile, email, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower Borrower, the Collateral Manager or any Lender or any other Person for the Borrower’s 's, Collateral Manager's or any Lender’s'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.

Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Program Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their AffiliatesAdvisor) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Lender, any Secured Party Secondary Lender, or any other Person and shall not be responsible to the Lender, any Secured Party Secondary Lender or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Program Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Program Documents or any Related Loan Documents on the part of the Borrower or Borrower, the Portfolio Manager Advisor, the Custodian or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerAdvisor; (iv) shall not be responsible to the Lender, any Secured Party Secondary Lender or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Program Documents, any Related Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Program Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, emailtelegram, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent nor any of its respective directors, officers, agents or employees No Agent-Related Person shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its or their to the extent of actual damages, if any, caused by such Agent-Related Person’s own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent or Revolving Agent, as the case may be, receives written notice of the assignment or transfer thereof signed by such payee and in form and substance reasonably satisfactory to such Agent; (b) may consult with legal counsel (includingcounsel, without limitation, counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken 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 Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility 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, Agreement or the other Facility Documents or any Related Loan Documents on the part of the Borrower or the Portfolio Manager or any other Person Credit Party or to inspect the property Collateral (including the books and records) of the Borrower or the Portfolio Managerany Credit Party; (ive) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, Agreement or the other Facility Documents, any Related Document 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 the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to ittelecopy) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent the Agent, the Euro-Agent, or any Affiliate of either of them, nor any of its their respective directorsDirectors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each of the Agent and the Euro-Agent: (i) may treat the Bank that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Bank, as assignor, and an Eligible Assignee, as assignee, as provided in SECTION 9.08; (ii) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and the Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Secured Party or any other Person Bank and shall not be responsible to any Secured Party or any Person Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility DocumentsAgreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Agreement on the part of any of the Borrower or the Portfolio Manager or any other Person Borrowers or to inspect the property (including the books and records) of any of the Borrower or the Portfolio ManagerBorrowers; (ivv) shall not be responsible to any Secured Party or any other Person Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, emailtelegram, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Administrative Agent nor Collateral Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsOperative Document, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent: of Administrative Agent and Collateral Agent (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Lessee), 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 Indenture Trustee or Secured Party or any other Person Parties and shall not be responsible to any Indenture Trustee or Secured Party or any Person Parties for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; any Operative Document, (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Operative Document on the part of the Borrower Lessee or the Portfolio Manager or any other Person Lessor or to inspect the property (including the books and records) of the Borrower Lessee or the Portfolio Manager; Lessor, (iv) shall not be responsible to any Indenture Trustee or Secured Party or any other Person Parties for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related 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 other Facility Operative Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopierfax, emailtelegram, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or partiesparties (including, but not limited to any notice, consent, certification, other instrument or writing from Indenture Trustee purportedly on behalf of Tranche A Noteholders or from Administrative Agent purportedly on behalf of any Tranche A Noteholders or from Administrative Agent purportedly on behalf of any Secured Parties. No The permissive right of Administrative Agent shall have any liability and Collateral Agent to take the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under actions permitted by this Agreement shall not be construed as an obligation or any other Facility Documentduty to do so.

Agent’s Reliance, Etc. (a) Neither Agent nor any of An Agent, its respective directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsLoan Document, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent: (ia) may treat the payee of any Promissory Note as the holder thereof until such Agent receives conclusive evidence of a legally effective transfer in accordance with Section 9.04 of this Agreement; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Facility DocumentsLoan 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 this Agreement, the other Facility Documents Agreement or any Related Documents other Loan Document on the part of the Borrower or the Portfolio Manager or any other Person Borrowers or to inspect the property Property (including the books and records) of the Borrower or Borrowers; provided, however, that the Portfolio ManagerCollateral Agent has certain duties with respect to the inspection of certain of the Collateral as set forth in Section 8.01(b) of this Agreement; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the perfection or priority of any Collaterallien or security interest created or purported to be created under or in connection with, this Agreement, the Agreement or any other Facility Documents, any Related Loan Document or any other instrument or document furnished pursuant hereto or theretohereto; provided, however, that the Collateral Agent and the Documentation Agent (with respect to the Documentation Agent, solely as to the period prior to the closing of the transactions contemplated by this Agreement) have certain duties with respect to filing and continuation of financing statements and Preferred Ship's Mortgages (in certain cases) covering the Collateral; and (vf) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, emailtelegram, cable electronic mail or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

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

Agent’s Reliance, Etc. (a) Neither Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Documents, any Related Document or any Related Documents notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or Borrower, the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction direction, electronic communication or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent ; (vi) shall have not be responsible to any liability to Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any Lender document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person for or be required to make any inquiry concerning either the Borrower’s performance or any Lender’s, as the case may be, performance of, or failure to perform, observance of any of their respective obligations and duties under this Agreement the terms, provisions or conditions related to any other Facility Document.Person or the existence or possible existence of any Default or Event of Default; and

Agent’s Reliance, Etc. (a) Neither Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents on the part of the Borrower Borrower, the Lenders or the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopierfacsimile, email, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower Borrower, the Collateral Manager or any Lender or any other Person for the Borrower’s, Collateral Manager’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent the Agent, any Affiliate of the Agent, nor any of its their respective directors, officers, agents agents, employees, attorneys or employees shall consultants will be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreement or Third Restated Credit Agreement, any of the other Facility DocumentsObligations, any of the Collateral or any Loan Document, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each the Agent: (ia) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Company), independent public accountants and other experts selected by it and shall will not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Secured Party or any other Person Lender and shall will not be responsible 104 113 to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement Third Restated Credit Agreement, the Notes or the other Facility Documentsany Loan Document; (iiic) shall will 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 Third Restated Credit Agreement, the other Facility Documents Obligations or any Related Documents Loan Document on the part of the Borrower Company or as to the Portfolio Manager existence or possible existence of any other Person Potential Default, Default or Event of Default or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerCompany; (ivd) shall will not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Third Restated Credit Agreement, the other Facility Documents, Obligations or any Related Loan Document or any other instrument or document furnished pursuant hereto thereto; (e) will have no obligation to any Person to assure that the Collateral exists or theretois owned by the Company or is cared for, protected or insured or has been encumbered or that the liens granted to Agent pursuant to the Loan Documents have been created, perfected, protected or enforced or are entitled to any particular priority or to exercise at all or in any particular manner or under any duty of care any right, authority or power in respect of the Collateral; and (vf) shall will incur no liability under or in respect of this Agreement Third Restated Credit Agreement, the Obligations or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelephone, emailtelegram, cable cable, telecopy or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No The Agent will not be liable for any apportionment or distribution of payments made by it in good faith pursuant to this Third Restated Credit Agreement, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Person to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Documentbeen entitled.

Agent’s Reliance, Etc. (a) Neither Agent None of the Agents nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the 750499896 22723957 751700376 22723957 other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral (including monitoring, maintaining or filing of any financing or continuation statements); and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, on or acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (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 telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party Person; (vi) other than as expressly set forth herein, shall not be responsible to any Person for any recitals, statements, information, representations or partieswarranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) other than as expressly set forth herein, shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall 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 Lenderother 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.

Agent’s Reliance, Etc. (a) Neither Agent nor any of its respective directorsNEITHER THE AGENT NOR ANY OF ITS DIRECTORS, officersOFFICERS, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsAGENTS OR EMPLOYEES SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT OR THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER FACILITY DOCUMENTS, except for its or their own gross negligence or willful misconductEXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IT BEING THE INTENT THAT SUCH PERSONS SHALL NOT BE LIABLE FOR ANY SUCH ACTION OR INACTION THAT CONSTITUTES ORDINARY NEGLIGENCE. Without limiting the generality of the foregoing, each the Agent: (i) may consult with legal counsel (includingcounsel, without limitation, counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and 58 63 independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party Note or any other Person Certificate Purchaser and shall not be responsible to any Secured Party Note or any Person Certificate Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Manager or any other Person Company or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerCompany; (iv) shall not be responsible to any Secured Party Note or any other Person Certificate Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, Agreement or the other Facility Documents, any Related Document Documents or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any the other Facility Document Documents by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) in accordance with the terms hereof believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the 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 Agent under or in connection with this Agreement (including, without limitation, any action taken or omitted to be taken by it or them if the Agent is designated as Servicer pursuant to SECTION 7.02) or any of the other Facility Documentsagreement executed pursuant hereto, except for its or their own gross negligence or willful misconductmalfeasance or misfeasance. Without limiting the generality of the foregoing, each the Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party Lender or any other Person Liquidity Provider and shall not be responsible to any Secured Party Lender or any Person Liquidity Provider for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or in connection with any of the other Facility Documentsagreements executed pursuant hereto; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Agreement on the part of the Borrower or the Portfolio Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerBorrower; (iv) shall not be responsible to any Secured Party Lender or any other Person Liquidity Provider for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability genuineness or sufficiency of value of any Collateral, this Agreement, the other Facility Documents, any Related Document Agreement or any other agreement, instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document agreement executed pursuant hereto, by relying on, acting upon any notice (or including notice by refraining from action in reliance on) any noticetelephone with respect to notices under SECTION 2.02), consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable telex or telex, if acceptable to itfacsimile) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Administrative Agent: (i) may consult with legal counsel (including, without limitation, counsel for the Borrower or the Portfolio Manager Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Manager Servicer or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerServicer; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including for the avoidance of doubt, the Maximum Advance Rate Test Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believed believe by it to be signed or sent by the proper party or parties. No The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

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

Agent’s Reliance, Etc. (a) Neither Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believed believe by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s 's, the Collateral Manager's or any Lender’s'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.

Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsLoan Document, except for its or their own gross negligence or willful misconductmisconduct as found by a court of competent jurisdiction. Without limiting limitation of the generality of the foregoing, each the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts a Lender Assignment or other assignment or transfer documentation entered into by the Lender which is the payee of such Note, as assignor or transferor, and an assignee, as assignee or transferee, as provided in Section 10.07; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documentsany 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 this Agreement, the other Facility Documents or any Related Documents Loan Document on the part of the Borrower or to inspect the Portfolio Manager Project or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerBorrower; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Transaction 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 other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelegram, emailtelecopy, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent parties and (g) shall have not be charged with having knowledge of any liability to the Borrower Default, Borrower Event of Default, Project Default or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any Project Event of their respective obligations and duties under this Agreement or any other Facility DocumentDefault unless provided with written notice thereof.

Agent’s Reliance, Etc. (a) Neither No Agent nor any and none of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or Borrower, the Portfolio Manager Servicer or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerServicer; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (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 telecopierfacsimile, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, 111 representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’s, any Lender’s or any Lenderother 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.

Agent’s Reliance, Etc. (a) Neither the 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 Agent under or in connection with this Agreement (including, without limitation, the Agent's servicing, administering or any of the other Facility Documentscollecting Pool Receivables as Collection Agent pursuant to Section 6.01), except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower Seller, any Originator, any SPV, Services or the Portfolio Manager or any of their Affiliates) and Parent), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person Owner and shall not be responsible to any Secured Party or any Person Owner for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility DocumentsAgreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Agreement or any Related Documents Originator Agreement or any NewCo Agreement or the Parent Agreement on the part of the Borrower Seller or any Originator or any SPV or Services or the Portfolio Manager or any other Person Parent or to inspect the property (including the books and records) of the Borrower Seller or any Originator or any SPV or Services or the Portfolio ManagerParent; (iv) shall not be responsible to any Secured Party or any other Person Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documentsany Originator Agreement, any Related NewCo Agreement, the Parent Agreement, the Ownership Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon any notice (or including notice by refraining from action in reliance on) any noticetelephone), consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable telecopier or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Documents, any Related Document or any Related Documents notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or Borrower, the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (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 telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believed believe by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall 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 Lenderother 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.

Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective ---------------------- directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsLender Agreements, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each the Agent: (ia) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form required under Section IX hereof; (b) may consult with legal counsel (includingcounsel, without limitation, counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation representations to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility DocumentsLender Agreements; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or the other Facility Documents or any Related Documents Lender Agreements on the part of the Borrower or Parent, the Portfolio Manager Borrowers or any other Person entity or to inspect the property (including the books and records) of the Borrower Parent, the Borrowers or the Portfolio Managerany other entity; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, Agreement or the other Facility Documents, any Related Document Lender Agreements 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 the other Facility Document Lender Agreements by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable telecopy or telex, if acceptable to ittelegram) believed by it the Agent to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither The Agent nor and the L/C Issuer or --------------------- any of its respective their directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, each Agent: the Agent and the L/C Issuer, as appropriate (i) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof, pursuant to Section 11.09 hereof, signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including, without limitation, counsel for to the Borrower Agent or the Portfolio Manager L/C Issuer or any of their Affiliates) and counsel to the Borrower), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, certificates, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or the other Facility Documents or any Related Loan Documents on the part of the Borrower or the Portfolio Manager or any other Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of the Borrower or the Portfolio Managerany Person; (ivv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, Agreement or the other Facility Documents, any Related Document Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectibility of the Collateral, the existence, priority or perfection of the Lenders' lien or security interest thereon, or the Borrowing Base or any certificate prepared by the Borrower in connection therewith, nor shall the Agent be responsible or liable to the Lenders for any failure to monitor or maintain the Borrowing Base or any portion of the Collateral; and (vvii) shall incur no liability under or in respect of this Agreement or any the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelegram, emailtelecopy, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent nor the Collateral Administrator nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each AgentAgent and the Collateral Administrator: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager Investment Advisor or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or Borrower, the Portfolio Manager Investment Advisor or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerInvestment Advisor; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or thereto; and (vthereto;(v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (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 telecopier, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties, (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrowers or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith 147 or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent None of the Agents or the Collateral Administrator shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Investment Advisor’s, any Lender’s or any Lenderother 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.

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

Agent’s Reliance, Etc. (a) Neither Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Documents, any Related Document or any Related Documents notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or Borrower, the Portfolio Manager Servicer or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerServicer; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction direction, electronic communication or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or Borrower, any Lender or any other Person for the Borrower’s ’s, the Servicer’s, any Lender’s, or any Lenderother 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.

Agent’s Reliance, Etc. (a) Neither the 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 Agent under or in connection with this Agreement or any of the other Facility Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower Transferor or the Portfolio Manager or any of their Affiliates) and Servicer), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party Senior Class Conduit or any other Person Bank Investor and shall not be responsible to any Secured Party Senior Class Conduit or any Person Bank Investor for any statements, warranties warran- ties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility DocumentsAgreement; (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, Agreement or any of the other Facility Documents or any Related Transaction Documents on the part of the Borrower Trans- feror or the Portfolio Manager or any other Person Servicer or to inspect the property (including the books and records) of the Borrower Transferor or the Portfolio ManagerServicer; (iv) shall not be responsible to any Secured Party Senior Class Conduit or any other Person Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, any of the other Facility Documents, any Related Document 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 Facility Document Transaction Documents by relying on, acting upon any notice (or including notice by refraining from action in reliance on) any noticetelephone), consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable telex or telex, if acceptable to itfacsimile) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.SECTION 3

Agent’s Reliance, Etc. (a) Neither the 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 Agent under or in connection with this Agreement any other Purchase Document or any of instrument or document furnished pursuant hereto (including, without limitation, the other Facility DocumentsAgent's servicing, administering or collecting Subject Receivables as Collection Agent pursuant to Section 6.01), except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower Seller, Maxtor, the respective Selling Affiliates or the Portfolio Manager or any of their Affiliates) and Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person Owner and shall not be responsible to any Secured Party or any Person Owner for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement any Purchase Document or the any other Facility Documentsinstrument or document furnished pursuant hereto; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents any Purchase Document or any Related Documents other instrument or document furnished pursuant hereto on the part of the Borrower Seller, Maxtor, the respective Selling Affiliates or the Portfolio Manager or any other Person Company or to inspect the property (including the books and records) of the Borrower Seller, Maxtor, the respective Selling Affiliates or the Portfolio ManagerCompany; (iv) shall not be responsible to any Secured Party or any other Person Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Purchase Document or any other instrument or document furnished pursuant hereto or theretothereto or any Subject Receivable or Purchased Interest; and (v) shall incur no liability under or in respect of this Agreement any Purchase Document or any other Facility Document instrument or document furnished pursuant hereto by relying on, acting upon any notice (or including notice by refraining from action in reliance on) any noticetelephone), consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, emailtelegram, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Documents, any Related Document or any Related Documents notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or Borrower, the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other Facility Documents, any Related Document or any other instrument or -120- USActive 55502425.1255502425.13 document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction direction, electronic communication or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or Borrower, any Lender or any other Person for the Borrower’s ’s, the Collateral Manager’s, any Lender’s, or any Lenderother 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.

Agent’s Reliance, Etc. (a) Neither the 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 Agent under or in connection with this Agreement (including, without limitation, any action taken or omitted to be taken by it or them if the Agent is designated as Servicer pursuant to Section ------- 6.02) or any of the other Facility Documentsagreement executed pursuant hereto, except for its or their ---- own gross negligence or willful misconductmalfeasance or misfeasance. Without limiting the generality of the foregoing, each the Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party the Securitization Lender or any other Person Liquidity Provider and shall not be responsible to any Secured Party the Securitization Lender or any Person Liquidity Provider for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or in connection with any of the other Facility Documentsagreements executed pursuant hereto; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Agreement on the part of the Borrower or the Portfolio Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerBorrower; (iv) shall not be responsible to any Secured Party the Securitization Lender or any other Person Liquidity Provider for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability genuineness or sufficiency of value of any Collateral, this Agreement, the other Facility Documents, any Related Document Agreement or any other agreement, instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document agreement executed pursuant hereto, by relying on, acting upon any notice (or including notice by refraining from action in reliance on) any noticetelephone with respect to notices under Section 2.02), consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument ------------ or writing (which may be delivered by telecopier, email, cable telex or telex, if acceptable to itfacsimile) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Administrative Agent nor Collateral Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsOperative Document, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent: of Administrative Agent and Collateral Agent (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Lessee), 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 Indenture Trustee or Secured Party or any other Person Parties and shall not be responsible to any Indenture Trustee or Secured Party or any Person Parties for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; any Operative Document, (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Operative Document on the part of the Borrower Lessee or the Portfolio Manager or any other Person Lessor or to inspect the property (including the books and records) of the Borrower Lessee or the Portfolio Manager; Lessor, (iv) shall not be responsible to any Indenture Trustee or Secured Party or any other Person Parties for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related 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 other Facility Operative Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopierfax, emailtelegram, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No parties (including, but not limited to any notice, consent, certification, other instrument or writing from Indenture Trustee purportedly on behalf of Tranche A Noteholders or from Administrative Agent shall have purportedly on behalf of any liability to the Borrower Tranche A Noteholders or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.from Administrative

Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Agent: (ia) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including, without limitation, including its own counsel or counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Party Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement, the other Facility Documents Agreement or any Related Documents other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or the Portfolio Manager other Persons or any other Person or to inspect the property (including the property, books and records) or records of the Borrower or the Portfolio Managerany other Person; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of this Agreement or any Collateralother Loan Document, this Agreement, the other Facility Documents, any Related Document or any other instrument or document - 45 - 51 furnished pursuant hereto thereto or theretoany Collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such Collateral; and (vf) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable telephone or telex, if acceptable to ittelecopy) believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Program Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) Adviser and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party the Lender or any other Person Secondary Lender and shall not be responsible to any Secured Party the Lender or any Person Secondary Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Program Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or the other Facility Documents or any Related Program Documents on the part of the Borrower or Borrower, the Portfolio Manager Adviser, the Custodian or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerAdviser; (iv) shall not be responsible to any Secured Party the Lender or any other Person Secondary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document Program 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 other Facility Program Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, emailtelegram, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent the Agents nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent: (ia) 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; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Lender Party or any other Person and 138 132 shall not be responsible to any Secured Lender Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Loan Document on the part of the Borrower or the Portfolio Manager or any other Person Loan Party or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerany Loan Party; (ive) shall not be responsible to any Secured Lender Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the perfection or priority of any Collateral, this Agreement, the other Facility Documentslien or security interest created or purported to be created under or in connection with, any Related Loan 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 other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelegram, email, cable telecopy or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsLoan Document, except for its or their own gross negligence or willful misconduct. 37 Without limiting limitation of the generality of the foregoing, each the Agent: (i) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or 2.19, 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, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility DocumentsAgreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Agreement or any Related Documents other Loan Document on the part of the Borrower any Loan Party or the Portfolio Manager or existence at any other Person time of any Default or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerany Loan Party; (ivv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the perfection or priority of any Collaterallien or security interest created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Related Loan Document 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 other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable telecopier or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent None of the Agents nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be 117 responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral (including monitoring, maintaining or filing of any financing or continuation statements); and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, on or acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (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 telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party Person; (vi) other than as expressly set forth herein, shall not be responsible to any Person for any recitals, statements, information, representations or partieswarranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) other than as expressly set forth herein, shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall 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 Lenderother 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.

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

Agent’s Reliance, Etc. (a) Neither Agent the Administrative Agent, the Agents nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it as Administrative Agent or them as Agents under or in connection with this Agreement or any of the other Facility Documentsrelated agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent and each Agent: (ia) may consult with legal counsel (includingcounsel, without limitation, counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Secured Party or any other Person Note Purchaser and shall not be responsible to any Secured Party or any Person Note Purchaser for any statements, warranties or representations (whether written made by the Issuer, any Seller, any Servicer, any Guarantor, or oral) made in or the Valuation Agent in connection with this Agreement or the any other Facility DocumentsTransaction 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, the other Facility Documents Agreement or any Related Documents other Transaction Document on the part of the Borrower Issuer, any Servicer, any Seller, any Guarantor or the Portfolio Manager or any other Person Valuation Agent or to inspect the property (including the books and records) of the Borrower Issuer, any Servicer, any Seller, any Guarantor or the Portfolio ManagerValuation Agent; (ivd) shall not be responsible to any Secured Party or any other Person Note Purchaser, as the case may be, for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon any notice (or including notice by refraining from action in reliance on) any noticetelephone), consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) believed by it in good faith to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

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

Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement any Credit Document or any of the other Facility DocumentsProject Contract, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent: the Agent (ia) may treat any Bank that has signed an Assignment and Acceptance as the holder of the applicable portion of the Obligations; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Affiliate), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Party or any other Person Bank and shall not be responsible to any Secured Party or any Person Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement any Credit Document or the other Facility DocumentsProject Contract; (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, the any Credit Document or other Facility Documents or any Related Documents Project Contract on the part of the Borrower or the Portfolio Manager or any other Person Affiliate or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerany Affiliate thereof; (ive) shall not be responsible to any Secured Party or any other Person Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the Credit Document or other Facility Documents, any Related Document Project Contract or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement any Credit Document or any other Facility Document Project Contract by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable telecopier or telex, if acceptable to itotherwise) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective the Agent's directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (including the Agent's own negligence) by it or them under or in connection with this Agreement or any of the other Facility Credit Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each the Agent: (ia) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility 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, the other Facility Documents Agreement or any Related Documents other Credit Document on the part of the Borrower or the Portfolio Manager or any other Person its Subsidiaries or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerits Subsidiaries; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document 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 other Facility Credit Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelecopy, emailtelegram, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent nor None of the Facility Agents, any of its their respective Affiliates, or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: the Administrative Agent and the Collateral Agent (ia) may rely on the Register to the extent set forth in Section 10.2(b)(iv); (b) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Portfolio Manager Borrowers or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Party other Agent or any other Person Lender and shall not be responsible to any Secured Party other Agent or any Person Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of Group or any of its Subsidiaries in or in connection with this Agreement or any of the other Facility Loan Documents; (iiid) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any of the other Facility Loan Documents or the financial condition of any Related Documents on the part of the Borrower Loan Party, or the Portfolio Manager existence or possible existence of any other Person Default or to inspect the property (including the books and records) Event of the Borrower or the Portfolio ManagerDefault; (ive) shall not be responsible to any Secured Party other Agent or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, any of the other Facility Documents, any Related Document 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 Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable telecopy or telex, if acceptable to itelectronic mail) or any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither No 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 an Agent under or in connection with this Agreement or any of the other Facility Documentsrelated agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (includingcounsel, without limitation, counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party the Purchasers or any other Person Agents and shall not be responsible to any Secured Party the Purchasers or any Person Agents for any statements, warranties or representations made by the Seller, NFC, the Master Trust, the Master Trust Trustee, the Issuer or the Indenture Trustee (whether written or oralin any capacity) made in or in connection with this Agreement or the other Facility Documentsany Series Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Series Document on the part of the Borrower Seller, NFC, the Master Trust, the Master Trust Trustee, the Issuer or the Portfolio Manager or Indenture Trustee (in any other Person capacity) or to inspect the property (including the books and records) of the Borrower Seller, NFC, the Master Trust, the Master Trust Trustee, the Issuer or the Portfolio ManagerIndenture Trustee (in any capacity); (iv) shall not be responsible to any Secured Party Purchaser or any other Person Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon any notice (or including notice by refraining from action in reliance on) any noticetelephone), consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to itfacsimile) believed by it in good faith to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the Facility Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Facility Agent: (i) may consult with legal counsel (including, without limitation, counsel for the Borrower or the Portfolio Manager Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Manager Servicer or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerServicer; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including for the avoidance of doubt, the Borrowing Base Calculation Certification), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believed believe by it to be signed or sent by the proper party or parties. No The Facility Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

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

Agent’s Reliance, Etc. (a) Neither Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Documents, any Related Document or any Related Documents notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or Borrower, the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including, for the avoidance of doubt, the -144- USActive 59109857.15 Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction direction, electronic communication or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or Borrower, any Lender or any other Person for the Borrower’s ’s, the Collateral Manager’s, any Lender’s, or any Lenderother 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.

Agent’s Reliance, Etc. (a) Neither the Second Lien Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each the Second Lien Administrative Agent: (ia) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiic) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Loan Document on the part of the Borrower any Loan Party or the Portfolio Manager or existence at any other Person time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerany Loan Party; (ivd) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the perfection or priority of any Collateral, this Agreement, the other Facility Documentslien or security interest created or purported to be created under or in connection with, any Related Loan Document or any other instrument or document furnished pursuant hereto thereto; (e) shall not be deemed to have knowledge of any Default or theretoEvent of Default unless the Second Lien Administrative Agent shall have received written notice thereof from the Borrower or a Lender; and (vf) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelegram, email, cable telecopy or telex, if acceptable to itelectronic communication) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither No Agent, no Affiliate of any Agent nor any and none of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality foregoing, the Agents (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2 of the foregoingOriginal Credit Agreement or this Agreement, each Agent: (ib) may rely on the Register to the extent set forth in Section 2.7, (c) may consult with legal counsel (includingincluding counsel to Ultimate Parent Co-Borrower, without limitationHoldco Co-Borrower, counsel for the WII Co-Borrower, Parent, Arby’s Opco Borrower or the Portfolio Manager or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes make no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent, Arby’s Opco Borrower or any of their respective Subsidiaries in or in connection with this Agreement or the any other Facility Documents; 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, the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Manager Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower or the Portfolio Manager; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Related Loan Document or any other instrument or document furnished pursuant hereto or thereto; thereto and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which writing may be delivered by telecopier, email, cable a telecopy or telex, if acceptable to itelectronic mail) or any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Documents, any Related Document or any Related Documents notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or Borrower, the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (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 telecopier, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed believe by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or Borrower, any Lender or any other Person for the Borrower’s ’s, the Collateral Manager’s, any Lender’s, or any Lenderother 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.. 110

Agent’s Reliance, Etc. (a) Neither Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsLoan Document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (ia) 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, as provided in Section 8.07; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Lender Party or any other Person and shall not be responsible to any Secured Lender Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Loan Document on the part of the Borrower or the Portfolio Manager or any other Person Loan Party or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerany Loan Party; (ive) shall not be responsible to any Secured Lender Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateralof, this Agreementor the perfection or priority of, the other Facility Documentsor continued perfection or priority of, any Related Lien or security interest created or purported to be created under or in connection with, any Loan Document or any other agreement, instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelegram, email, cable telecopy or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Collateral Manager’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent the Agent, any Affiliate of the Agent, nor any of its their respective directors, officers, agents agents, employees, attorneys or employees shall consultants will be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreement or Fourth Restated Credit Agreement, any of the other Facility DocumentsObligations, any of the Collateral or any Loan Document, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each the Agent: (ia) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Company), independent public accountants and other experts selected by it and shall will not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Secured Party or any other Person Lender and shall will not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement Fourth Restated Credit Agreement, the Notes or the other Facility Documentsany Loan Document; (iiic) shall will 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 Fourth Restated Credit Agreement, the other Facility Documents Obligations or any Related Documents Loan Document on the part of the Borrower Company or as to the Portfolio Manager existence or possible existence of any other Person Potential Default, Default or Event of Default or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerCompany; (ivd) shall will not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Fourth Restated Credit Agreement, the other Facility Documents, Obligations or any Related Loan Document or any other instrument or document furnished pursuant hereto thereto; (e) will have no obligation to any Person to assure that the Collateral exists or theretois owned by the Company or is cared for, protected or insured or has been encumbered or that the liens granted to Agent pursuant to the Loan Documents have been created, perfected, protected or enforced or are entitled to any particular priority or to exercise at all or in any particular manner or under any duty of care any right, authority or power in respect of the Collateral; and (vf) shall will incur no liability under or in respect of this Agreement Fourth Restated Credit Agreement, the Obligations or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelephone, emailtelegram, cable cable, telecopy or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No The Agent will not be liable for any apportionment or distribution of payments made by it in good faith pursuant to this Fourth Restated Credit Agreement, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Person to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Documentbeen entitled.

Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsLender Agreements, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each the Agent: (ia) may treat the payee of any Revolving Credit Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form required under Article 12 hereof; (b) may consult with legal counsel (includingcounsel, without limitation, counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Credit Agreement 39 independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation representations to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility DocumentsLender Agreements; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or the other Facility Documents or any Related Documents Lender Agreements on the part of the Borrower or the Portfolio Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerany other Person; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, Agreement or the other Facility Documents, any Related Document Lender Agreements 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 the other Facility Document Lender Agreements by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable telecopy or telex, if acceptable to ittelegram) believed by it the Agent to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the 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 Agent under or in connection with this Agreement (including, without limitation, the Agent’s servicing, administering or any collecting Purchased Receivables in the event it replaces the Servicer in such capacity pursuant to Section 8.1), in the absence of the other Facility Documents, except for its or their own gross negligence negligence, bad faith or willful misconduct. Without limiting the generality of the foregoing, each the Agent: (ia) may consult with legal counsel (including, without limitation, including counsel for the Borrower LC Issuer, any Lender or the Portfolio Manager or any of their Affiliates) and Servicer), 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 Secured Party the LC Issuer or any other Person Lender (whether written or oral) and shall not be responsible to the LC Issuer nor any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made by any other party in or in connection with this Agreement or the other Facility DocumentsAgreement; (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, the other Facility Documents or any Related Documents Agreement on the part of the Borrower or the Portfolio Manager LC Issuer or any other Person Lender or to inspect the property (including the books and records) of the Borrower LC Issuer or the Portfolio Managerany Lender; (ivd) shall not be responsible to any Secured Party the LC Issuer or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document 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 so relying, upon any other Facility Document notice (including notice by relying on, acting upon (or by refraining from action in reliance on) any noticetelephone), consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to itfacsimile) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither any Agent nor any of its respective their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, counsel for the Borrower or the Portfolio Manager Servicer 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 experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Manager Servicer or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerServicer; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including for the avoidance of doubt, the Monthly Report or the Servicer’s Monthly Payment Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the 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 the Agent under or in connection with this Agreement (including, without limitation, any action taken or omitted to be taken by it or them if the Agent is designated as the Collection Agent pursuant to paragraph 9) or any other agreement executed pursuant hereto, except for the breach of the other Facility Documentsany of its or their obligations specifically set forth in this Agreement, and except for its or their own gross negligence negligence, bad faith or willful misconduct. Without limiting the generality of the foregoing, each the Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Seller), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person the Purchaser and shall not be responsible to any Secured Party or any Person the Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or in connection with any of the other Facility Documentsagreement executed pursuant hereto; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Agreement on the part of the Borrower or the Portfolio Manager or any other Person Seller or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerSeller; (iv) shall not be responsible to any Secured Party or any other Person the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability genuineness or sufficiency of value of any Collateral, this Agreement, the other Facility Documents, any Related Document Assignments or any other agreement, instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document agreement executed pursuant hereto, by relying on, acting upon any notice (or including notice by refraining from action in reliance on) any noticetelephone), consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable telex or telex, if acceptable to itfacsimile) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither The Agent nor or any of its respective directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, each Agent: the Agent (i) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof, pursuant to Section 12.08 hereof, signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including, without limitation, counsel for to the Borrower Agent or counsel to the Portfolio Manager or any of their Affiliates) and Borrowers), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, certificates, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or the other Facility Documents or any Related Loan Documents on the part of the Borrower or the Portfolio Manager or any other Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of the Borrower or the Portfolio Managerany Person; (ivv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, Agreement or the other Facility Documents, any Related Document Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectibility of the Collateral, the existence, priority or perfection of the Lenders' Lien thereon, or the Borrowing Base or any certificate prepared by a Borrower in connection therewith, nor shall the Agent be responsible or liable to the Lenders for any failure to monitor or maintain the Borrowing Base or any portion of the Collateral; and (vvii) shall incur no liability under or in respect of this Agreement or any the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelegram, emailtelecopy, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. Without limiting the generality of the foregoing, each the Administrative Agent: (i) may consult with legal counsel (including, without limitation, including counsel -93- for the Borrower or the Portfolio Manager any Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Manager any Servicer or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Managersuch Servicer; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including for the avoidance of doubt, the Monthly Report), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believed believe by it to be signed or sent by the proper party or parties. No The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, any Servicer’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither any Agent nor any of its --------------------- their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent: (ia) 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 9.07; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Lender Party or any other Person and shall not be responsible to any Secured Lender Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Loan Document on the part of the Borrower or the Portfolio Manager or any other Person Loan Party or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerany Loan Party; (ive) shall not be responsible to any Secured Lender Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the perfection or priority of any Collateral, this Agreement, the other Facility Documentslien or security interest created or purported to be created under or in connection with, any Related Loan 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 other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelegram, email, cable telecopy or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent nor None of the Agents, any of its their Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence negligence, 140 bad faith or willful misconduct. Without limiting the generality of the foregoing, each Agent: of the Agents (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Portfolio Manager Company or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuing Lender and shall not be responsible to any Secured Party Lender or any Person Issuing Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or the any other Facility Documents; 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, the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Manager Agreement or any other Person or Loan Document, as to inspect the property (including the books and records) financial condition of the any Borrower or any Loan Party or as to the Portfolio Manager; existence or possible existence of any Default or Event of Default, (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuing Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Related Loan Document or any other instrument or document furnished pursuant hereto or thereto; thereto and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which writing may be delivered by telecopier, email, cable a telecopy or telex, if acceptable to itelectronic mail) or any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. Without limiting the generality of the foregoing, each the Administrative Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager any Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Manager any Servicer or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Managersuch Servicer; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including for the avoidance of doubt, the Monthly Report), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believed believe by it to be signed or sent by the proper party or parties. No The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, any Servicer’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a%3) Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Transaction Documents, except for its or their own bad faith, gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Administrative Agent: (i) may consult with legal counsel (including, without limitation, counsel for the Borrower or the Portfolio Manager Credit Parties 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 experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility DocumentsTransaction Documents by any other Person; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Transaction Documents or any Related Documents related documents on the part of the Borrower or the Portfolio Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerCredit Parties; (iv) shall not be responsible to any Secured Party or any other Person for the due executionexecution (other than by it), legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document Transaction Documents or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Transaction Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, email if acceptable to it) reasonably and in good faith believed by it to be genuine and reasonably and in good faith believed by it to be signed or sent by the proper party or parties. No The Administrative Agent shall not have any liability to any Credit Party, the Borrower Collateral Agent or any Lender or any other Person for any Credit Party’s, the BorrowerCollateral Agent’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Transaction Document.

Agent’s Reliance, Etc. (a) Neither No Agent nor any of its the Agent’s Affiliates nor any of the Agent’s respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent or Revolving Agent, as the case may be receives written notice of the assignment or transfer thereof signed by such payee and in form and substance reasonably satisfactory to such Agent; (b) may consult with legal counsel (includingcounsel, without limitation, counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken 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 Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or the other Facility Documents or any Related Loan Documents on the part of the Borrower or the Portfolio Manager or any other Person Credit Party or to inspect the property Collateral (including the books and records) of the Borrower or the Portfolio Managerany Credit Party, unless otherwise provided in this Agreement; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, Agreement or the other Facility Documents, any Related Document 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 the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelecopy, emailtelegram, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent: (ia) 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 Credit Agreement 94 89 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; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Lender Party or any other Person and shall not be responsible to any Secured Lender Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Loan Document on the part of the Borrower or the Portfolio Manager or any other Person Loan Party or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerany Loan Party; (ive) shall not be responsible to any Secured Lender Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the perfection or priority of any Collateral, this Agreement, the other Facility Documentslien or security interest created or purported to be created under or in connection with, any Related Loan 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 other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelegram, email, cable telecopy or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

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

Agent’s Reliance, Etc. (a) Neither Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Documents, any Related Document or any Related Documents notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or Borrower, the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (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 telecopier, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed believe by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or Borrower, any Lender or any other Person for the Borrower’s ’s, the Collateral Manager’s, any Lender’s, or any Lenderother 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.

Agent’s Reliance, Etc. (a) Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsLoan Document, except for its or their the Agent’s own gross negligence or willful misconductmisconduct in connection with its obligations expressly set forth herein or therein, as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, each the Agent: (i) may consult with legal counsel (including, without limitation, including its own counsel or counsel for the any Borrower or the Portfolio Manager or any of their Affiliates) and Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither the Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Lender or any other Person for any recitals, statement, warranty or representation made or deemed made by any Borrower Party or any other Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiib) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Agreement or any Related Documents other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of Borrowers or other Persons or inspect the Borrower property, books or the Portfolio Manager records of Borrowers or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerPerson; (ivc) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document Agreement or any other instrument Loan Document, any other instrument, certificate, report or document furnished pursuant hereto thereto or theretoany Collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ve) shall incur no any liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction certificate or waiver, report, statement, opinion, direction or 108 other instrument or writing (which may be delivered by telecopiertelephone, email, cable telecopy or telex, if acceptable to itelectronic mail) reasonably believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. No The Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall have any liability to the Borrower or any Lender or any other Person not be responsible for the Borrower’s negligence or misconduct of any Lender’s, as agent or attorney-in-fact that it selects in the case may be, performance of, absence of gross negligence or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Documentwillful misconduct.

Agent’s Reliance, Etc. (a) Neither Agent the Agents nor any of its --------------------- their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent: (ia) 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; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Lender Party or any other Person and shall not be responsible to any Secured Lender Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Loan Document on the part of the Borrower or the Portfolio Manager or any other Person Loan Party or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerany Loan Party; (ive) shall not be responsible to any Secured Lender Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the perfection or priority of any Collateral, this Agreement, the other Facility Documentslien or security interest created or purported to be created under or in connection with, any Related Loan 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 other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelegram, email, cable telecopy or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither any Agent nor any of its --------------------- their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent: (ia) 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 Party 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 9.07; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Lender Party or any other Person and shall not be responsible to any Secured Lender Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Loan Document on the part of the Borrower or the Portfolio Manager or any other Person Loan Party or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerany Loan Party; (ive) shall not be responsible to any Secured Lender Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the perfection or priority of any Collateral, this Agreement, the other Facility Documentslien or security interest created or purported to be created under or in connection with, any Related Loan 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 other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable telegram or telex, if acceptable to ittelecopy) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent nor None of the Agents, any of its their Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence negligence, bad faith or willful misconduct. Without limiting the generality of the foregoing, each Agent: of the Agents (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Portfolio Manager Company or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuing Lender and shall not be responsible to any Secured Party Lender or any Person Issuing Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of Revlon, the Company or any of the Company's Subsidiaries in or in connection with this Agreement or the any other Facility Documents; 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, the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Manager Agreement or any other Person or Loan Document, as to inspect the property (including the books and records) financial condition of the any Borrower or any Loan Party or as to the Portfolio Manager; existence or possible existence of any Default or Event of Default, (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuing Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Related Loan Document or any other instrument or document furnished pursuant hereto or thereto; thereto and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which writing may be delivered by telecopier, email, cable a telecopy or telex, if acceptable to itelectronic mail) or any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Transaction Documents, except for its or their own bad faith, gross negligence or willful misconduct. Without limiting the generality of the foregoing, each the Administrative Agent: (i) may consult with legal counsel (including, without limitation, counsel for the Borrower or the Portfolio Manager Credit Parties 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 experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility DocumentsTransaction Documents by any other Person; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Transaction Documents or any Related Documents related documents on the part of the Borrower or the Portfolio Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerCredit Parties; (iv) shall not be responsible to any Secured Party or any other Person for the due executionexecution (other than by it), legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document Transaction Documents or any other instrument or document furnished pursuant hereto or theretothereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Transaction Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, email if acceptable to it) reasonably and in good faith believed by it to be genuine and reasonably and in good faith believed by it to be signed or sent by the proper party or parties. No The Administrative Agent shall not have any liability to any Credit Party, the Borrower Collateral Agent or any Lender or any other Person for any Credit Party’s, the BorrowerCollateral Agent’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Transaction Document.

Agent’s Reliance, Etc. (a) Neither any Agent nor any of its their respective directors, officers, agents or employees Related Parties shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement the Credit Documents, (i) with the consent or any at the request of the Requisite Lenders (or such other Facility Documentsnumber or percentage of the Lenders as shall be necessary, except for its or their as such Agent shall believe in good faith shall be necessary) (and such consent or request and such action or action not taken pursuant thereto shall be binding upon all the Lenders) or (ii) in the absence of such Agent’s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment (which shall not include any action taken or omitted to be taken in accordance with clause (i), for which such Agent shall have no liability). Without limiting limitation to the generality of the foregoing, each Agent: (ia) 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 Agreement entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of the Collateral Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment Agreement, in each case as provided in Section 10.4; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Credit Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Party or any other Person and Party; (d) shall not be responsible or liable for or have any duty to ascertain or to inquire into or monitor (i) any Secured Party recital, statement, warranty or any Person for any statements, warranties or representations representation (whether written or oral) made in or in connection with this Agreement the Credit Documents, (ii) the contents of any certificate, report or the other Facility Documents; document delivered hereunder or thereunder or in connection herewith or therewith, (iii) shall not have any duty to ascertain the performance, observance or to inquire as to the performance or observance satisfaction of any of the terms, covenants covenants, agreements, or conditions of this Agreementany Credit Document, the other Facility Documents or any Related Documents on the part use of proceeds of the Borrower Term Loans, or the Portfolio Manager existence at any time of any Default or any other Person Event of Default under the Credit Documents or to inspect the property (including the books and records) of any Credit Party, and shall be deemed to have no knowledge of any Default or Event of Default unless such Agent shall have received notice thereof in writing, stating that such notice is a “notice of default,” from a Lender or a Credit Party stating that a Default or Event of Default has occurred and specifying the Borrower or the Portfolio Managernature thereof; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiencycollectability, ownershipor sufficiency of this Agreement or any other Credit Document, transferability or value the creation, preservation, perfection, maintenance or continuation of perfection, or priority of any Collateral, this Agreement, the other Facility Documentslien or security interest created or purported to be created under or in connection with, any Related Credit Document or any other instrument or document furnished pursuant hereto or thereto; and , (v) the value or sufficiency of any Collateral, (vi) whether the Collateral exists, is owned by Borrower or its Subsidiaries, is cared for, protected, or insured or has been encumbered, or meets the eligibility criteria applicable in respect thereof, or (vii) the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations; (f) shall not be subject to any fiduciary or other implied duties or obligations, regardless of whether a Default or Event of Default has occurred and is continuing; (g) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that such Agent is required to exercise as directed in writing by the Requisite Lenders (or such other number or percentage of Lenders as shall be expressly provided for herein or in the other Credit Documents) (subject to each proviso set forth in Section 9.1(a)) and (h) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement or any other Facility Credit Document by relying onacting upon, acting upon (or by refraining from action in reliance on) any notice, order, request, consent, certificate, instruction or waiver, report, statement, opinionletter, direction document, instrument or other instrument or writing (which may be delivered by telecopieroral communication, emailtelephone, cable facsimile, electronic mail or telex, if acceptable to itInternet or intranet posting or other distribution) believed by it to be genuine and believed by it to be signed signed, sent or sent otherwise authenticated by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither No Agent nor any and none of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager Servicer or any of their Affiliates) and independent public accountants and other USActive 53852035.1153852035.14.docx -129- experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or Borrower, the Portfolio Manager Servicer or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerServicer; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (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 telecopierfacsimile, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’s, any Lender’s or any Lenderother 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.

Agent’s Reliance, Etc. (a) Neither Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Documents, any Related Document or any Related Documents notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or Borrower, the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (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 telecopier, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed believe by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or Borrower, any Lender or any other Person for the Borrower’s ’s, the Collateral Manager’s, any Lender’s, or any Lenderother 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.. 109

Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each the Agent: (i) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiiiv) shall not have any duty (fiduciary or otherwise) to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Loan Documents on the part of the Borrower or the Portfolio Manager or any other Person Guarantor or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerGuarantor; (ivv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Document Loan Documents 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 other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable telegram or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent ; and (vii) shall be deemed not to have knowledge of any liability Default unless and until written notice (including facsimile notice) thereof is given to the Borrower or any Lender or any other Person for Agent by the Borrower’s , the Guarantor or any a Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the First Lien Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each the First Lien Administrative Agent: (ia) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiic) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Loan Document on the part of the Borrower any Loan Party or the Portfolio Manager or existence at any other Person time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerany Loan Party; (ivd) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the perfection or priority of any Collateral, this Agreement, the other Facility Documentslien or security interest created or purported to be created under or in connection with, any Related Loan Document or any other instrument or document furnished pursuant hereto thereto; (e) shall not be deemed to have knowledge of any Default or theretoEvent of Default unless the First Lien Administrative Agent shall have received written notice thereof from the Borrower or a Lender; and (vf) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelegram, email, cable telecopy or telex, if acceptable to itelectronic communication) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsCredit Document, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent: the Agent (ia) may treat any Bank that has signed a Commitment Transfer Supplement as the holder of the applicable portion of the Obligations; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or any Affiliate of the Portfolio Manager or any of their Affiliates) and Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Party or any other Person Bank and shall not be responsible to any Secured Party or any Person Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documentsany Combined 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 this Agreement, the other Facility Documents or any Related Documents Combined Document on the part of the Borrower or the Portfolio Manager or any other Person Affiliate or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerany Affiliate thereof; (ive) shall not be responsible to any Secured Party or any other Person Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Related Combined 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 other Facility Combined Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, email, cable telecopier or telex, if acceptable to itotherwise) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent: (ia) may treat the payee of any Term 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 Term 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; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Related Documents Loan Document on the part of the Borrower or the Portfolio Manager or any other Person Loan Party or to inspect the property (including the books and records) of the Borrower or the Portfolio Managerany Loan Party; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of, or the perfection or priority of any Collateral, this Agreement, the other Facility Documentslien or security interest created or purported to be created under or in connection with, any Related Loan 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 other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopiertelegram, email, cable telecopy or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither the 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 Agent under or in connection with this Agreement or any of other Transaction Document or any other instrument or document delivered pursuant hereto (including, without limitation, the other Facility DocumentsAgent’s servicing, administering or collecting Pool Receivables as Servicer pursuant to Section 6.01), except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each except as otherwise agreed by the Agent and any Purchaser, the Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or Seller, the Portfolio Manager Servicer or any of their Affiliates) and Originator), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person Purchaser and shall not be responsible to any Secured Party or any Person Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Facility DocumentsTransaction Document or any other instrument or document delivered pursuant hereto; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Agreement or any Related Documents other Transaction Document or any other instrument or document delivered pursuant hereto on the part of the Borrower or the Portfolio Manager Seller or any other Person Originator or to inspect the property (including the books and records) of the Borrower Seller or the Portfolio Managerany Originator; (iv) shall not be responsible to any Secured Party or any other Person Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of this Agreement or any Collateral, this Agreement, the other Facility Documents, any Related Transaction Document or any other instrument or document furnished pursuant hereto hereto, or theretothe perfection, priority or value of any ownership interest or security interest created or purported to be created hereunder or under the Receivables Sale Agreement; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Transaction Document or any other instrument or document delivered pursuant hereto by relying on, acting upon any notice (or including notice by refraining from action in reliance on) any noticetelephone), consent, certificate, instruction or waiver, report, statement, opinion, direction certificate or other instrument or writing (which may be delivered by telecopier, emailtelegram, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Documents, any Related Document or any Related Documents notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or Borrower, the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including, for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or Borrower, any Lender or any other Person for the Borrower’s ’s, the Collateral Manager’s, any Lender’s, or any Lenderother 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.. 100

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

Agent’s Reliance, Etc. (a) Neither Agent nor any of its respective directorsNEITHER THE AGENT NOR ANY OF ITS DIRECTORS, officersOFFICERS, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsAGENTS OR EMPLOYEES SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT OR THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS, except for its or their own gross negligence or willful misconductEXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IT BEING THE INTENT THAT SUCH PERSONS SHALL NOT BE LIABLE FOR ANY SUCH ACTION OR INACTION THAT CONSTITUTES ORDINARY NEGLIGENCE. Without limiting the generality of the foregoing, each the Agent: (i) may consult with legal counsel (includingcounsel, without limitation, counsel for the Borrower or the Portfolio Manager or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party Note or any other Person Certificate Purchaser and shall not be responsible to any Secured Party Note or any Person Certificate Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility 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, Agreement or the other Facility Documents or any Related Operative Documents on the part of the Borrower or the Portfolio Manager or any other Person Company or to inspect the property (including the books and records) of the Borrower or the Portfolio ManagerCompany; (iv) shall not be responsible to any Secured Party Note or any other Person Certificate Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral, this Agreement, Agreement or the other Facility Documents, any Related Document Operative Documents or any other instrument or document furnished pursuant hereto or theretohereto; and (v) shall incur no liability under or in respect of this Agreement or any the other Facility Document Operative Documents by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction certificate 62 124 or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) in accordance with the terms hereof believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Agent’s Reliance, Etc. (a) Neither Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, each Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Portfolio Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Documents; (iii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Documents, any Related Document or any Related Documents notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or Borrower, the Portfolio Collateral Manager or any other Person or to inspect the property (including the books and records) of the Borrower or the Portfolio Collateral Manager; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency, ownership, transferability sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement, the other 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 other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificatecertificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction direction, electronic communication or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or Borrower, any Lender or any other Person for the Borrower’s ’s, the Collateral Manager’s, any Lender’s, or any Lenderother 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.

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