Common use of Exculpation Clause in Contracts

Exculpation. Neither of the Agents nor any of their respective directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.

Exculpation. Neither of the Agents Administrative Agent nor any other Agent nor any of their respective directors, officers, employees or agents (each, an “Agent Indemnified Party”) shall be liable to any Lender Secured Party for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation negligence (as determined by a court of the generality of the foregoingcompetent jurisdiction in a final and non-appealable judgment), each Agent (i) may consult with legal counsel (including counsel nor responsible for any recitals or warranties herein or therein, nor for the Borrower)effectiveness, independent public accountants and other experts selected by it and shall not be liable enforceability, validity or due execution of any Loan Document, nor for the creation, perfection or priority of any action taken or omitted Liens purported to be taken in good faith created by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the termsLoan Documents, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrowervalidity, (iv) shall not be responsible to any Lender for the due execution, legality, validitygenuineness, enforceability, genuinenessexistence, value or sufficiency or value of this Agreement any collateral security, nor to make any inquiry respecting the performance by any Obligor of its Obligations. Any such inquiry that may be made by the Administrative Agent or any other instrument Agent shall not obligate any of them to make any further inquiry or document furnished pursuant hereto, (v) to take any action. Any Agent shall incur no liability under or in respect be entitled to rely upon advice of this Agreement by action counsel concerning legal matters and upon any notice, consent, certificate or other instrument certificate, statement or writing (which may be by telecopier) believed by that it believes to be genuine and signed or sent to have been presented by the a proper party or partiesPerson. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, and AND SPECIFICALLY WITH REFERENCE TO THE PROVISIONS OF SECTIONS 9.1, 9.3, 9.5 AND 9.10, IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH AGENT INDEMNIFIED PARTY BE REIMBURSED OR INDEMNIFIED IN THE CASE OF, AND NOT BE LIABLE FOR, ITS OWN NEGLIGENCE (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statementsOTHER THAN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), representations or warranties made in or pursuant to this Agreement or any Loan DocumentREGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiationACTIVE OR PASSIVE, executionIMPUTED, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentJOINT OR TECHNICAL.

Exculpation. Neither the Service Company, the Manager (including without limitation the Manager acting as tax matters partner or as liquidator), the tax matters partner, each liquidator, each member, manager, shareholder, employee, director, officer, consultant, agent or Affiliate of any of the Agents nor foregoing (collectively, the “Covered Persons”) shall be liable, responsible or accountable in damages or otherwise to any Member or the Company for honest mistakes of their respective directorsjudgment, officersor for losses due to such mistakes, employees action, or agents inaction, or to the negligence, dishonesty, or bad faith of any employee, broker, or other agent of the Company. To the fullest extent permitted by law, no Covered Person shall be liable to the Company or any Lender for Member with respect to any action or omission taken or omitted to be taken suffered by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken them in good faith by it if such action or omission is taken or suffered in reliance upon and in accordance with the opinion or advice of such counsellegal counsel (as to matters of law), or of accountants (as to matters of accounting), or expertsof investment bankers, accounting firms, or other appraisers (ii) makes no warranty or representation as to matters of valuation). Notwithstanding any Lender of the foregoing to the contrary, the provisions of this paragraph and the immediately following paragraph shall not be responsible construed so as to relieve (or attempt to relieve) any Lender for Covered Person of any statements, warranties liability by reason of such Covered Person’s commission of gross negligence or representations (whether written or oral) made in or in connection with intentionally wrongful conduct. Notwithstanding any other provision of this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performanceextent that, observance at law or satisfaction of in equity, the Manager has duties (including fiduciary duties) and liabilities relating thereto to the Company, any of the termsMember or any other person bound by this Agreement, covenants or conditions of such Manager acting under this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible liable to the Company, any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Member or any other instrument person bound by this Agreement for breach of fiduciary duty for its good faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they restrict or document furnished pursuant hereto, eliminate the duties (vincluding fiduciary duties) shall incur no liability under and liabilities (by specifying a duty of care or otherwise) of any Covered Person to the Company or any Member otherwise existing at law or in respect of this Agreement by action upon any noticeequity or otherwise, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent are agreed by the proper party or parties, Members to replace such duties and (vi) shall have no responsibility to the Borrower or any Lender on account liabilities of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentsuch Covered Person.

Exculpation. Neither of the Agents Administrative Agent nor any of their respective its directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each the Administrative Agent (i) may treat the payee of any Note a the holder thereof until the Administrative Agent receives and accepts a Lender Assignment Agreement entered into by the Lender that is the payee of such Note, as assignor, and an Assignee Lender as provided in Section 11.11.1; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, ; (iiiii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, ; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, ; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, ; and (vvi) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.

Exculpation. Neither of the Agents nor any of their respective directors, officers, employees or agents The Facility Agent shall not be liable to any Lender other Finance Party for any action taken or omitted to be taken by it under this Agreement or any other Loan Transaction Document, or in connection herewith or therewith, except for its the Facility Agent’s own willful misconduct gross negligence or gross negligencewilful misconduct. No director, officer, employee or agent of the Facility Agent shall be liable to any Finance Party other than the Facility Agent for any action taken or omitted to be taken by it under this Agreement or any other Transaction Document, or in connection herewith or therewith. Without limitation of the generality of the foregoing, each Agent the Facility Agent: (ia) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, ; (iib) makes no warranty or representation to any Lender other Finance Party and shall not be responsible to any Lender other Finance Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, ; (iiic) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default, Event of Default or Mandatory Prepayment Event or to inspect the property (including the books and records) of the Borrower, ; (ivd) shall not be responsible to any Lender other Finance Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, ; (ve) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopierfacsimile or electronic mail) believed by it to be genuine and signed or sent by the proper party or parties, and ; and (vif) shall have no responsibility to the Borrower or any Lender other Finance Party on account of of: (Ai) the failure of a Lender another Finance Party or the Borrower to perform any of its obligations under this Agreement or any Loan Document; other Transaction Document or of the Funding Entity to perform any of its obligations under the Funding Agreement; (Bii) the financial condition of the Borrower; ; (Ciii) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan other Transaction Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan other Transaction Document; or or (Div) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan other Transaction Document or of any document executed or delivered pursuant to or in connection with any Loan Transaction Document.

Exculpation. Neither of (a) Subject to Applicable Law, no Indemnitee shall be liable, in damages or otherwise, to the Agents nor Company, any Member or any of their respective directorsAffiliates for any act or omission performed or omitted by any of them (including any act or omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, officersincluding of legal counsel as to matters of law, employees of accountants as to matters of accounting, or agents of investment bankers or appraisers as to matters of valuation), unless a court of competent jurisdiction has issued a final and non-applicable decision or judgment that such Indemnitee acted in bad faith or was grossly negligent or engaged in willful misconduct or fraud or, in the case of a criminal matter, acted with the knowledge that such Indemnitee’s conduct was criminal. No Member shall be liable to the Company or any Lender Member for any action taken by any other Member. (b) An Indemnitee shall incur no liability in acting in good faith upon any signature or omitted writing believed by such Indemnitee to be taken genuine, may rely on a certificate signed by it under this Agreement an executive officer of any Person in order to ascertain any fact with respect to such Person or any other Loan Documentwithin such Person’s knowledge, and may rely on an opinion of counsel selected by such Indemnitee with respect to legal matters. Each Indemnitee may act directly or in connection herewith through such Indemnitee’s agents or therewith, except for its own willful misconduct or gross negligenceattorneys. Without limitation of the generality of the foregoing, each Agent (i) Each Indemnitee may consult with legal counsel (including counsel for the Borrower)counsel, independent public appraisers, engineers, accountants and other experts skilled Persons selected by it such Indemnitee, and shall not be liable for any action taken anything done, suffered or omitted in good faith in reliance upon the advice of any of such Persons. No Indemnitee shall be liable to be taken the Company or any Member for any error of judgment made in good faith by it and in accordance with the advice a responsible officer or employee of such counselIndemnitee or such Indemnitee’s Affiliate. Except as otherwise provided in this Section 6.6, accountants no Indemnitee shall be liable to the Company or expertsany Member for any mistake of fact or judgment by such Indemnitee in conducting the affairs of the Company or otherwise acting in respect of and within the scope of this Agreement. (c) Except as otherwise provided herein, no Indemnitee shall be liable for the return of the Capital Contributions or Capital Account of any Member, and such return shall be made solely from available assets of the Company, if any, and each Member hereby waives any and all claims that it may have against such Indemnitee in this regard. (iid) makes no warranty The provisions of this Agreement, to the extent that they expressly restrict or representation eliminate the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. In causing the Company to make a determination or take or decline to take any Lender action, unless another express standard is provided for in this Agreement, an Indemnitee shall act in good faith and shall not be responsible subject to any Lender for any statements, warranties other or representations (whether written or oral) made in or in connection with different standards imposed by this Agreement, any other agreement contemplated hereby or under the Delaware LLC Act or any other law, rule or regulation, or in equity. In order for a determination or other action affecting the Company to be in “good faith” for purposes of this Agreement, an Indemnitee must believe that the determination or other action is in, or not opposed to, the best interests of the Company. (iiie) shall not have Subject to its obligations and duties as set forth in this Article 6, the Board of Directors and any duty to ascertain or to inquire as to the performance, observance or satisfaction of committee thereof may exercise any of the terms, covenants or conditions of powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through the Company’s Officers or agents, and neither the Board of Directors nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such Officer or agent appointed by the Borrower Board of Directors or the existence at any time committee thereof in good faith. (f) Any amendment, modification or repeal of this Section 6.6 or any Default or Prepayment Event or to inspect the property (including the books provision hereof shall be prospective only and records) of the Borrower, (iv) shall not be responsible to in any Lender for way affect the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no limitations on liability under this Section 6.6 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in respect part, prior to such amendment, modification or repeal, regardless of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which when such claims may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentasserted.

Exculpation. Neither A. None of the Agents nor Managing Member, any officer of the Company or any of their respective directors, officers, employees or agents affiliates shall be liable to any Lender the Company for (i) any action taken or omitted to be taken by it under this Agreement inaction, unless such action or any other Loan Documentinaction arises out of, or is attributable to, the fraud, willful misconduct or bad faith of such Person or (ii) any action or inaction of any employee, broker or other agent of the Company or the Managing Member; provided that the selection, engagement or retention of such employee, broker or agent did not result from the fraud, willful misconduct or bad faith of such Person. The Managing Member, officers of the Company and their affiliates may consult with counsel, accountants, investment bankers, financial advisers, appraisers and other specialized, reputable, professional consultants or advisers in connection herewith respect of Company affairs and be fully protected and justified in any action or therewithinaction which is taken in accordance with the advice or opinion of such Persons; provided that the selection, except for its own engagement or retention of such consultants or advisers did not result from the fraud, willful misconduct or bad faith of such Person. B. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 13 shall not be construed so as to relieve (or attempt to relieve) a Person of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 13 to the fullest extent permitted by law. C. Provided they shall act in good faith and have not engaged in willful misconduct or gross negligence. Without limitation , the Managing Member and its affiliates and any member, officer, director, partner, agent or employee of the generality foregoing shall not be liable to the Company (a) for any mistake in judgment, (b) for any action or inaction taken or omitted for a purpose which the Managing Member or such other Person believed in good faith to be consistent with the best interests of the foregoingCompany or (c) for any loss due to the mistake, each Agent (i) action, inaction, negligence, dishonesty, fraud or bad faith of any broker or other agent, provided, that such broker or other agent is not and was not an affiliate of the Managing Member. The Managing Member or affiliate may consult with legal counsel (including counsel for the Borrower)with respect to matters of law and accountants with respect to matters of accounting in respect of Company affairs and, independent public accountants except in respect of matters in which there is a conflict of interest, shall be fully protected and other experts selected by it and shall not be liable for justified in any action or inaction which is taken or omitted to be taken in good faith by it faith, in reliance upon and in accordance with the opinion or advice of such counsel, counsel with respect to matters of law or accountants with respect to matters of accounting. In determining whether the Managing Member or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition affiliates acted in good faith, each such Person shall be entitled to rely on reports and written statements of the Borrower; (C) directors, officers and employees of a Person in which the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) Company holds ownership interests. For the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency purposes of this Agreement or any Loan Document or Section 13, the directors, officers and employees of any document executed or delivered pursuant a Person in which the Company holds ownership interests shall not, solely by virtue of such holding, be deemed to or in connection with any Loan Documentbe affiliates of the Managing Member.

Exculpation. Neither (a) To the fullest extent permitted by law, none of the Agents nor any of Manager, its Affiliates (including EPA Holdings) and their respective officers, directors, officersstockholders, employees members, employees, agents and partners, and any other person who serves at the request of the Manager on behalf of the ICAV as an officer, director, employee or agents agent of, or with respect to, any other entity (each, an “Indemnitee”) shall be liable to the ICAV or any Lender Subsidiary or any Shareholder for (i) any action act or omission taken or omitted suffered by an Indemnitee in connection with the conduct of the affairs of the ICAV or otherwise in connection with this Agreement or the matters contemplated herein, unless such act or omission resulted from fraud, bad faith, willful misconduct, gross negligence, a material breach of this Agreement which is not cured in accordance with the terms of this Agreement or a violation of applicable securities laws by such Indemnitee, and except that nothing herein shall constitute a waiver or limitation of any rights which a Shareholder of the ICAV may have under applicable securities laws or other laws and which may not be waived, or (ii) any mistake, negligence, dishonesty or bad faith of any broker or other agent of the ICAV selected and monitored by the Manager with reasonable care. (b) To the extent that, at law or in equity, the Manager has duties (including fiduciary duties) and liabilities relating thereto to be taken by it the ICAV or another Shareholder, the Manager acting under this Agreement or refraining from taking action under this Agreement, shall not be liable to the ICAV or to any such other Loan Document, or in connection herewith or therewith, except Shareholder for its own actions or inaction, taken or suffered in good faith and in reliance on the provisions of this Agreement, provided, that such action or inaction does not constitute fraud, bad faith, willful misconduct or gross negligence. Without limitation The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the generality Manager otherwise existing at law or in equity, are agreed by the Shareholders to modify to that extent such other duties and liabilities of the foregoing, each Agent Manager. (ic) The Manager may consult with legal counsel (including counsel for the Borrower), independent public and accountants and other experts selected by it and shall not be liable for any action act or omission taken or omitted to be suffered by it on behalf of the ICAV or in furtherance of the interests of the ICAV, taken or suffered in good faith by it and in reasonable reliance thereon, upon and in accordance with the advice of such counselcounsel or accountants shall be full justification for any such act or omission, and the Manager shall be fully protected and held harmless in so acting or omitting to act; provided, such counsel or accountants or expertswere selected and monitored with reasonable care. Notwithstanding any of the foregoing to the contrary, (ii) makes no warranty or representation to any Lender and the provisions of this Section shall not be responsible construed so as to provide for the exculpation of any Lender Indemnitee for any statementsliability (including liability under U.S. federal or state securities laws (which includes liability for violation of the anti-fraud provisions contained in Section 206 of the Advisers Act) which, warranties under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or representations (whether written or oral) made in or in connection with this Agreementlimited under applicable law, (iii) but shall not have any duty to ascertain or to inquire be construed so as to effectuate the performance, observance or satisfaction of any of the terms, covenants or conditions provisions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility Section to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentfullest extent permitted by law.

Exculpation. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. Neither of the Agents Agent nor any of their respective its directors, officers, employees employees, or agents (collectively, the "Related Parties") shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement Agreement, the other Loan Documents or any other Loan Documentrelated instrument, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of , nor shall the generality of the foregoingAgent or any Related Parties be responsible for any recitals or representations or warranties herein or therein, each Agent (i) may consult with legal counsel (including counsel or for the Borrower)effectiveness, independent public accountants and other experts selected by it and shall not be liable for any action taken enforceability, validity or omitted to be taken in good faith by it and in accordance with the advice due execution of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement other Loan Documents or any other instrument related instruments, nor shall the Agent or document furnished pursuant hereto, (v) any Related Parties be obligated to make any inquiry respecting the performance by the Borrower of its obligations hereunder or thereunder. The Agent shall incur no liability under or in respect be entitled to rely upon advice of this Agreement by action counsel concerning legal matters and upon any notice, consent, certificate or other instrument certificate, statement or writing (which may be by telecopier) believed by it believes to be genuine and signed to have been presented by a proper Person. The Agent may at any time request instructions from the Lenders with respect to any actions or sent approvals which, by the proper party terms of this Agreement, the Agent is permitted or partiesrequired to take or grant, and (vi) the Agent shall have no responsibility be absolutely entitled to the Borrower refrain from taking any action or to withhold any Lender on account of (A) the failure of a Lender approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or the Borrower to perform withholding any of its obligations approval under this Agreement or any Loan Document; (B) the financial condition of the Borrower; other Loan Documents until it has received instructions from the Required Lenders. No Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the other Loan Documents in accordance with instructions from the (Ci) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan DocumentRequired Lenders, or in or pursuant (ii) all of the Lenders to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentextent required hereunder.

Exculpation. Neither of No Partner (other than the Agents nor any of their respective directors, officers, employees or agents General Partner) shall be liable subject in such capacity to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation personal liability whatsoever to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or Person in connection with this Agreementthe Assets or the acts, obligations or affairs of the Company. Partners (iiiother than the General Partner) shall not have any duty the same limitation of personal liability as is extended to ascertain or to inquire as to stockholders of a private corporation for profit incorporated under the performance, observance or satisfaction of any general corporation law of the termsState of Delaware. Except as otherwise required by law, covenants the General Partner, the Directors, the Investment Manager and their respective Affiliated Persons, or conditions of this Agreement on the part of the Borrower any officer, director, Partner, manager, employee, stockholder, assign, representative or the existence at any time of any Default or Prepayment Event or to inspect the property agent (including the books and recordsPlacement Agents) of any such Person (each an "Indemnified Person", and collectively, the Borrower, (iv"Indemnified Persons") shall not be liable, responsible or accountable in damages or otherwise to the Company, any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Partner or any other instrument or document furnished pursuant heretoPerson for any loss, (v) shall incur no liability under or in respect of this Agreement by action upon any noticeliability, consentdamage, certificate settlement cost, or other instrument expense (including reasonable attorneys’ fees) incurred by reason of any act or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower omission or any Lender on account of alleged act or omission performed or omitted by such Indemnified Person (Aother than solely in such Indemnified Person’s capacity as a Partner, if applicable) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement the establishment, management or any Loan Document; operations of the Company or the management of the Assets (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or including in connection with serving on any Loan Documentcreditors’ committee or board of directors for any Portfolio Company ), provided, that the foregoing exculpation shall not apply to any act or failure to act arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of such Person’s duty to the Company or such Partner, as the case may be (such conduct, "Disabling Conduct"). Subject to the foregoing and to the general liability of the General Partner for the liabilities of the Company, all such Persons shall look solely to the Assets for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.

Exculpation. Neither the Service Company, the Manager (including without limitation the Manager acting as tax matters partner or as liquidator), the tax matters partner, each liquidator, each member, manager, shareholder, employee, director, officer, consultant, agent or Affiliate of any of the Agents nor foregoing (collectively, the “Covered Persons”) shall be liable, responsible or accountable in damages or otherwise to any Member or the Company for honest mistakes of their respective directorsjudgment, officersor for losses due to such mistakes, employees action, or agents inaction, or to the negligence, dishonesty, or bad faith of any employee, broker, or other agent of the Company. To the fullest extent permitted by law, no Covered Person shall be liable to the Company or any Lender for Member with respect to any action or omission taken or omitted to be taken suffered by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken them in good faith by it if such action or omission is taken or suffered in reliance upon and in accordance with the opinion or advice of such counsellegal counsel (as to matters of law), or of accountants (as to matters of accounting), or expertsof investment bankers, accounting firms, or other appraisers (ii) makes no warranty or representation as to matters of valuation). Notwithstanding any Lender of the foregoing to the contrary, the provisions of this paragraph and the immediately following paragraph shall not be responsible construed so as to relieve (or attempt to relieve) any Lender for Covered Person of any statements, warranties liability by reason of such Covered Person’s commission of gross negligence or representations (whether written or oral) made in or in connection with intentionally wrongful conduct. Notwithstanding any other provision of this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performanceextent that, observance at law or satisfaction of in equity, the Manager has duties (including fiduciary duties) and liabilities relating thereto to the Company, any of the termsMember or any other person bound by this Agreement, covenants or conditions of such Manager acting under this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible liable to the Company, any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Member or any other instrument person bound by this Agreement for breach of fiduciary duty for its good faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they restrict or document furnished pursuant hereto, eliminate the duties (vincluding fiduciary duties) shall incur no liability under and liabilities (by specifying a duty of care or otherwise) of any Covered Person to the Company or any Member otherwise existing at law or in respect of this Agreement by action upon any noticeequity or otherwise, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent are agreed by the proper party or parties, Members to replace such duties and (vi) shall have no responsibility to the Borrower or any Lender on account liabilities of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentsuch Covered Person.

Exculpation. Neither (a) To the fullest extent permitted by law, none of the Agents nor any of Manager, its Affiliates (including EPA Holdings) and their respective officers, directors, officersstockholders, employees members, employees, agents and partners, and any other person who serves at the request of the Manager on behalf of the Company as an officer, director, employee or agents agent of, or with respect to, any other entity (each, an “Indemnitee”) shall be liable to the Company or any Lender Subsidiary or any Shareholder for (i) any action act or omission taken or omitted suffered by an Indemnitee in connection with the conduct of the affairs of the Company or otherwise in connection with this Agreement or the matters contemplated herein, unless such act or omission resulted from fraud, bad faith, willful misconduct, gross negligence, a material breach of this Agreement which is not cured in accordance with the terms of this Agreement or a violation of applicable securities laws by such Indemnitee, and except that nothing herein shall constitute a waiver or limitation of any rights which a Shareholder of the Company may have under applicable securities laws or other laws and which may not be waived, or (ii) any mistake, negligence, dishonesty or bad faith of any broker or other agent of the Company selected and monitored by the Manager with reasonable care. (b) To the extent that, at law or in equity, the Manager has duties (including fiduciary duties) and liabilities relating thereto to be taken by it the Company or another Shareholder, the Manager acting under this Agreement or refraining from taking action under this Agreement, shall not be liable to the Company or to any such other Loan Document, or in connection herewith or therewith, except Shareholder for its own actions or inaction, taken or suffered in good faith and in reliance on the provisions of this Agreement, provided, that such action or inaction does not constitute fraud, bad faith, willful misconduct or gross negligence. Without limitation The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the generality Manager otherwise existing at law or in equity, are agreed by the Shareholders to modify to that extent such other duties and liabilities of the foregoing, each Agent Manager. (ic) The Manager may consult with legal counsel (including counsel for the Borrower), independent public and accountants and other experts selected by it and shall not be liable for any action act or omission taken or omitted to be suffered by it on behalf of the Company or in furtherance of the interests of the Company, taken or suffered in good faith by it and in reasonable reliance thereon, upon and in accordance with the advice of such counselcounsel or accountants shall be full justification for any such act or omission, and the Manager shall be fully protected and held harmless in so acting or omitting to act; provided, such counsel or accountants or expertswere selected and monitored with reasonable care. Notwithstanding any of the foregoing to the contrary, (ii) makes no warranty or representation to any Lender and the provisions of this Section shall not be responsible construed so as to provide for the exculpation of any Lender Indemnitee for any statementsliability (including liability under U.S. federal or state securities laws (which includes liability for violation of the anti-fraud provisions contained in Section 206 of the Advisers Act) which, warranties under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or representations (whether written or oral) made in or in connection with this Agreementlimited under applicable law, (iii) but shall not have any duty to ascertain or to inquire be construed so as to effectuate the performance, observance or satisfaction of any of the terms, covenants or conditions provisions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility Section to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentfullest extent permitted by law.

Exculpation. Neither of (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Agents nor any of their respective directorsother Loan Documents, officers, employees or agents and its duties hereunder shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or administrative in connection herewith or therewith, except for its own willful misconduct or gross negligencenature. Without limitation of limiting the generality of the foregoing, each Agent the Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default or Prepayment Event has occurred and is continuing; (ii) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may consult with legal counsel (expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including counsel for the Borrower)avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, independent public accountants modification or termination of property of a Defaulting Lender in violation of any debtor relief law; and (iii) shall not, except as expressly set forth herein and in the other experts selected Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by it and the Person serving as the Administrative Agent or any of its Affiliates in any capacity. (b) The Administrative Agent shall not be liable for any action taken or omitted to not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be taken necessary, or as the Administrative Agent shall believe in good faith by it shall be necessary, under the circumstances as provided in Sections 11.1 and in accordance with the advice of such counsel7.3), accountants or experts, (ii) makes no warranty in the absence of its own gross negligence or representation willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default or Prepayment Event unless and until notice describing such Event of Default or Prepayment Event is given to the Administrative Agent in writing by the Borrower, a Lender and Party or an Issuing Bank. (c) The Administrative Agent shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performanceinto (i) any statement, observance warranty or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties representation made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any other Loan Document; or , (Dii) the negotiationcontents of any certificate, executionreport or other document delivered hereunder or thereunder or in connection herewith or therewith, effectiveness(iii) the performance or observance of any of the covenants, genuinenessagreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, admissibility in evidence effectiveness or sufficiency genuineness of this Agreement or Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any document executed condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered pursuant to or in connection with any Loan Documentthe Administrative Agent.

Exculpation. Neither Anything contained herein, in the Note or in any other Loan Document to the contrary notwithstanding (except as set forth in the balance of this Section 18.1 or in the Environmental Indemnity), no recourse shall be had for the payment of the Agents nor principal or interest on the Note or for any other portion of the Indebtedness hereunder or under the other Loan Documents against (i) any Affiliate, parent company, trustee or advisor of Borrower or owner of a direct or indirect Beneficial or equitable interest in Borrower or Sponsor, any member in Borrower, or any partner, shareholder or member therein (other than against Sponsor pursuant to the Sponsor Indemnity Agreement); (ii) any legal representative, heir, estate, successor or assign of any thereof; (iii) any corporation (or any officer, director, employee or shareholder thereof), individual or entity to which any ownership interest in Borrower shall have been transferred; (iv) any purchaser of any asset of Borrower; or (v) any other Person (except Borrower), for any deficiency or other sum owing with respect to the Note or the Indebtedness. It is understood that the Note and the Indebtedness (except as set forth in the balance of this Section 18.1 and in the Environmental Indemnity) may not be enforced against any Person described in clauses (i) through (v) above (other than against Sponsor pursuant to the Sponsor Indemnity Agreement as set forth in clause (i) above) and Lender agrees not to xxx or bring any legal action or proceeding against any such Person in such respect. Notwithstanding the foregoing, the foregoing shall not: (a) prevent recourse to the Borrower or the assets of Borrower, or enforcement of the Security Instrument or other instrument or document by which Borrower is bound pursuant to the Loan Documents; (b) estop Lender from instituting or prosecuting a legal action or proceeding or otherwise making a claim against Borrower as a result of any of the following or against the Person or Persons committing any of the following: (i) fraud or intentional misrepresentation by Borrower or Operating Lessee in connection with the Loan, (ii) the misappropriation by Borrower or Operating Lessee or any Affiliate of Borrower or Operating Lessee of any Proceeds (including, without limitation, any Rents and any security deposits), (iii) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity, (iv) any transfer in violation of Section 8 or otherwise violate the provisions of such Section 8, (v) any loss, damage, cost or expense incurred by or on behalf of Lender by reason of all or any part of the Property, the Collection Account, the Holding Account, the Collateral Accounts or the Interest Rate Cap Agreement being encumbered by a Lien (other than pursuant to the Loan Documents in favor of Lender) in violation of the Loan Documents, (vi) physical damage to any Property from intentional waste committed by Borrower or Operating Lessee or any Affiliate of Borrower or Operating Lessee, (vii) any loss, damage, cost or expense incurred by or on behalf of Lender by reason of the failure of Borrower and/or Operating Lessee to comply with any of the provisions of Section XIV hereof, (viii) any and all liabilities, obligations, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees, causes of action, suits, claims, demands and adjustments of any nature or description whatsoever) which may at any time be imposed upon, incurred by or awarded against Lender, in the event (and arising out of such circumstances) that (x) Borrower should raise any defense, counterclaim and/or allegation in any foreclosure action by Lender relative to the Property, the Collection Account, the Holding Account, the Collateral Accounts or assignment of Borrower’s rights to the Interest Rate Cap Agreement (including the right to receive any proceeds derived therefore) or any part thereof which is found by a court to have been raised by Borrower or Operating Lessee in bad faith or to be wholly without basis in fact or law, or (y) an involuntary case is commenced against Borrower or Operating Lessee under the Bankruptcy Code with the collusion of Borrower or Operating Lessee, Sponsor or any of their respective directorsAffiliates or (z) an order for relief is entered with respect to Borrower or Operating Lessee under the Bankruptcy Code through the actions of Borrower or Operating Lessee, officersSponsor or any of their Affiliates; or (ix) attorney’s fees, employees costs and expenses incurred by Lender, its agent or agents shall be liable any servicer of the Loan in connection with any successful suit by Lender to enforce the terms of the Loan Documents; or (c) estop Lender from enforcing its rights under the indemnity agreement being executed concurrently herewith by the Sponsor in favor of the Lender, for losses caused by any Lender for of the foregoing items set forth in section (b) above. Borrower hereby agrees that notwithstanding any action taken provision to the contrary herein or omitted to be taken by it under this Agreement or in any other Loan Document, or in connection herewith or therewithto the extent otherwise permitted by law, except for its own willful misconduct or gross negligence. Without limitation obligations pursuant to clause (b)(ix) of this Section shall survive the full repayment of the generality Loan and/or the passage of title to all or any portion of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted Property to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentLender.

Exculpation. Neither Except as otherwise provided in this ARTICLE IX or as may be agreed between the Members upon Prior Manager Approval, no Indemnified Party shall be liable, responsible or accountable for damages or otherwise, to any other Member, their Affiliates or the Company for any Indemnification Loss that arises out of any act performed or omitted to be performed by it, him or her pursuant to the authority granted by this Agreement or otherwise by the Board of Managers, unless a judgment or other final adjudication adverse to him establishes that (a) either (i) the Indemnified Party, at the time of such action or inaction, did not believe in good faith, that its, his or her course of conduct was in, or not opposed to, the best interests of the Agents nor Company, or (ii) in the case of inaction by the Indemnified Party, the Indemnified Party intended its, his or her inaction to be harmful or opposed to the best interests of the Company, or (b) the action or inaction constituted fraud, gross negligence, willful misconduct or knowing violation of applicable Law or breach of this Agreement by the Indemnified Party. Each Member may (on its own behalf or on behalf of any member of the Board of Managers designated by such Member, any Affiliates of such Member or their respective partners, shareholders, directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (iagents) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it in respect of the Company’s affairs and shall not such Member will be liable for fully protected and justified in any action or inaction which is taken or omitted to be taken in good faith by it and in accordance with the advice or opinion of such counsel, accountants or other experts; provided, (ii) makes no warranty however, that such counsel, accountant or representation other experts shall have been selected with reasonable care. Notwithstanding any of the foregoing to any Lender and the contrary, the provisions of this Section 9.5 shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire construed so as to the performance, observance relieve (or satisfaction attempt to relieve) an Indemnified Party of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable Law but shall be construed so as to effectuate the exculpation of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility Indemnified Party to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentfullest extent permitted by applicable Law.

Exculpation. Neither of (a) Subject to applicable law, no Indemnitee shall be liable, in damages or otherwise, to the Agents nor Company, any Member or any of their respective directorsAffiliates for any act or omission performed or omitted by any of them (including, officerswithout limitation, employees any act or agents omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation), except with respect to any act or omission with respect of which a court of competent jurisdiction has issued a final decision or judgment that such Indemnitee was grossly negligent or engaged in willful misconduct or fraud. No Member shall be liable to the Company or any Lender Member for any action taken by any other Member. (b) An Indemnitee shall incur no liability in acting in good faith upon any signature or omitted writing believed by such Indemnitee to be taken genuine, may rely on a certificate signed by it under this Agreement an executive officer of any Person in order to ascertain any fact with respect to such Person or any other Loan Documentwithin such Person’s knowledge, and may rely on an opinion of counsel selected by such Indemnitee with respect to legal matters. Each Indemnitee may act directly or in connection herewith through such Indemnitee’s agents or therewith, except for its own willful misconduct or gross negligenceattorneys. Without limitation of the generality of the foregoing, each Agent (i) Each Indemnitee may consult with legal counsel (including counsel for the Borrower)counsel, independent public appraisers, engineers, accountants and other experts skilled Persons selected by it such Indemnitee, and shall not be liable for any action taken anything done, suffered or omitted in good faith in reliance upon the advice of any of such Persons. No Indemnitee shall be liable to be taken the Company or any Member for any error of judgment made in good faith by it and in accordance with the advice a responsible officer or employee of such counselIndemnitee or such Indemnitee’s Affiliate. Except as otherwise provided in this Section 6.7, accountants no Indemnitee shall be liable to the Company or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender Member for any statementsmistake of fact or judgment by such Indemnitee in conducting the affairs of the Company or otherwise acting in respect of and within the scope of this Agreement. (c) Except as otherwise provided herein, warranties no Indemnitee shall be liable for the return of the Capital Contributions or representations Capital Account of any Member, and such return shall be made solely from available assets of the Company, if any, and each Member hereby waives any and all claims that it may have against such Indemnitee in this regard. (whether written or orald) made in or in connection with The provisions of this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performanceextent that they expressly restrict or eliminate the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, observance or satisfaction are agreed by the Members to replace such other duties and liabilities of such Indemnitee. (e) Subject to its obligations and duties as set forth in this Article 6, the Board of Directors and any committee thereof may exercise any of the terms, covenants or conditions of powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through the Company’s Officers or agents, and neither the Board of Directors nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such Officer or agent appointed by the Borrower Board of Directors or the existence at any time committee thereof in good faith. (f) Any amendment, modification or repeal of this Section 6.7 or any Default or Prepayment Event or to inspect the property (including the books provision hereof shall be prospective only and records) of the Borrower, (iv) shall not be responsible to in any Lender for way affect the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no limitations on liability under this Section 6.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in respect part, prior to such amendment, modification or repeal, regardless of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which when such claims may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentasserted.

Exculpation. Neither of the Agents nor any of their respective directors‌ (a) Subject to Section 4.05(b), officers, employees or agents no Indemnified Person shall be liable to any Lender Partner or the Partnership for any action taken or omitted to be taken by it under this Agreement or any other Loan DocumentIndemnified Losses arising out of, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant related to or in connection with any Loan Documentact or omission (including any act, omission or alleged act or omission constituting or alleged to constitute negligence) of such Indemnified Person taken, or omitted to be taken, in connection with the Partnership or this Agreement, except for any Indemnified Losses arising out of, related to or in connection with any act or omission that is Judicially Determined to be primarily attributable to the bad faith, gross negligence, willful misconduct or actual fraud of such Indemnified Person. In addition, subject to Section 4.05(b), no Indemnified Person shall be liable to any Partner or the Partnership for any Indemnified Losses arising out of, related to or in connection with any act or omission taken, or omitted to be taken, by any digital asset counterparty or agent of the Partnership if such digital asset counterparty or agent was not selected, engaged or retained by such Indemnified Person directly or on behalf of the Partnership in violation of the standard of care set forth above. Any Indemnified Person may consult with counsel, accountants, investment bankers, financial advisers, appraisers and other specialized, reputable, professional consultants in respect of affairs of the Partnership and be fully protected and justified in any action or inaction that is taken in accordance with the advice or opinion of such Persons; provided, however, that such Persons were selected in accordance with the standard of care set forth above. (b) The provisions of this Section 4.05 shall not be construed so as to provide for the exculpation of any Indemnified Person for any liability (including liability under U.S. federal securities laws, which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 4.05 to the fullest extent permitted by applicable law.

Exculpation. Neither of (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Agents nor any of their respective directorsother Loan Documents, officers, employees or agents and its duties hereunder shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or administrative in connection herewith or therewith, except for its own willful misconduct or gross negligencenature. Without limitation of limiting the generality of the foregoing, each Agent the Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Event of Default or Prepayment Event has occurred and is continuing; (ii) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may consult with legal counsel (expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including counsel for the Borrower)avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, independent public accountants modification or termination of property of a Defaulting Lender in violation of any debtor relief law; and (iii) shall not, except as expressly set forth herein and in the other experts selected Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by it and the Person serving as the Administrative Agent or any of its Affiliates in any capacity. (b) The Administrative Agent shall not be liable for any action taken or omitted to not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be taken necessary, or as the Administrative Agent shall believe in good faith by it shall be necessary, under the circumstances as provided in Sections 11.1 and in accordance with the advice of such counsel7.3), accountants or experts, (ii) makes no warranty in the absence of its own gross negligence or representation willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default or Prepayment Event unless and until notice describing such Event of Default or Prepayment Event is given to the Administrative Agent in writing by the Borrower, a Lender and Party or an Issuing Bank. (c) The Administrative Agent shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performanceinto (i) any statement, observance warranty or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties representation made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any other Loan Document; or , (Dii) the negotiationcontents of any certificate, executionreport or other document delivered hereunder or thereunder or in connection herewith or therewith, effectiveness(iii) the performance or observance of any of the covenants, genuinenessagreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, admissibility in evidence effectiveness or sufficiency genuineness of this Agreement or Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any document executed condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered pursuant to or in connection with any Loan Documentthe Administrative Agent.

Exculpation. Neither of the Agents Administrative Agent nor the Arranger nor any of their respective directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful wilful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel nor responsible for any recitals or warranties herein or therein, nor for the Borrower)effectiveness, independent public accountants and other experts selected by it and shall not be liable enforceability, validity or due execution of any Loan Document, nor for the creation, perfection or priority of any action taken or omitted Liens purported to be taken in good faith created by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the termsLoan Documents, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrowervalidity, (iv) shall not be responsible to any Lender for the due execution, legality, validitygenuineness, enforceability, genuinenessexistence, value or sufficiency of any collateral security, nor to make any inquiry respecting the performance by any Obligor of its Obligations. Any such inquiry which may be made by the Administrative Agent shall not obligate it to make any further inquiry or value to take any action. The Administrative Agent shall be entitled to rely upon advice of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action counsel concerning legal matters and upon any notice, consent, certificate or other instrument certificate, statement or writing (which may be by telecopier) believed by it the Administrative Agent believes to be genuine and signed to have been presented by a proper Person. Neither the Administrative Agent, nor the Arranger, nor any of their respective directors, officers, employees or sent agents shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder (other than a statement, warranty or representation made by the proper party Agent in writing), (b) the performance or partiesobservance of any of the covenants or agreements of any Obligor under the Loan Document, and including, without limitation, any agreement by an Obligor to furnish information directly to each Lender, (vic) shall have no responsibility the satisfaction of any condition specified in Article V, expect receipt of items required to be delivered solely to the Borrower or any Lender on account of Administrative Agent, (Ad) the failure existence or possible existence of a Lender any Default or the Borrower to perform any Event of its obligations under this Agreement Default, or any Loan Document; (Be) the financial condition of any Obligor. Any such inquiry which may be made by the Borrower; (C) Administrative Agent or the completeness Issuer shall not obligate it to make any further inquiry or accuracy to take any action. The Administrative Agent and the Issuer shall be entitled to rely upon advice of counsel concerning legal matters and upon any statementsnotice, representations consent, certificate, statement or warranties made in writing which the Administrative Agent or pursuant the Issuer, as applicable, believe to this Agreement or any Loan Document, or in or pursuant be genuine and to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documenthave been presented by a proper Person.

Exculpation. Neither of (a) Subject to Applicable Law, no Indemnitee shall be liable, in damages or otherwise, to the Agents nor Company, any Member or any of their respective directorsAffiliates for any act or omission performed or omitted by any of them (including any act or omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, officersincluding of legal counsel as to matters of law, employees of accountants as to matters of accounting, or agents of investment bankers or appraisers as to matters of valuation), unless a court of competent jurisdiction has issued a final and non-appealable decision or judgment that such Indemnitee acted in bad faith or was grossly negligent or engaged in willful misconduct or fraud or, in the case of a criminal matter, acted with the knowledge that such Indemnitee’s conduct was criminal. No Member shall be liable to the Company or any Lender Member for any action taken by any other Member. (b) An Indemnitee shall incur no liability in acting in good faith upon any signature or omitted writing believed by such Indemnitee to be taken genuine, may rely on a certificate signed by it under this Agreement an executive officer of any Person in order to ascertain any fact with respect to such Person or any other Loan Documentwithin such Person’s knowledge, and may rely on an opinion of counsel selected by such Indemnitee with respect to legal matters. Each Indemnitee may act directly or in connection herewith through such Indemnitee’s agents or therewith, except for its own willful misconduct or gross negligenceattorneys. Without limitation of the generality of the foregoing, each Agent (i) Each Indemnitee may consult with legal counsel (including counsel for the Borrower)counsel, independent public appraisers, engineers, accountants and other experts skilled Persons selected by it such Indemnitee, and shall not be liable for any action taken anything done, suffered or omitted in good faith in reliance upon the advice of any of such Persons. No Indemnitee shall be liable to be taken the Company or any Member for any error of judgment made in good faith by it and in accordance with the advice a responsible officer or employee of such counselIndemnitee or such Indemnitee’s Affiliate. Except as otherwise provided in this Section 6.6, accountants no Indemnitee shall be liable to the Company or expertsany Member for any mistake of fact or judgment by such Indemnitee in conducting the affairs of the Company or otherwise acting in respect of and within the scope of this Agreement. (c) Except as otherwise provided herein, no Indemnitee shall be liable for the return of the Capital Contributions or Capital Account of any Member, and such return shall be made solely from available assets of the Company, if any, and each Member hereby waives any and all claims that it may have against such Indemnitee in this regard. (iid) makes no warranty The provisions of this Agreement, to the extent that they expressly restrict or representation eliminate the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. In causing the Company to make a determination or take or decline to take any Lender action, unless another express standard is provided for in this Agreement, an Indemnitee shall act in good faith and shall not be responsible subject to any Lender for any statements, warranties other or representations (whether written or oral) made in or in connection with different standards imposed by this Agreement, any other agreement contemplated hereby or under the Delaware LLC Act or any other law, rule or regulation, or in equity. In order for a determination or other action affecting the Company to be in “good faith” for purposes of this Agreement, an Indemnitee must believe that the determination or other action is in, or not opposed to, the best interests of the Company. (iiie) shall not have Subject to its obligations and duties as set forth in this Article 6, the Board of Directors and any duty to ascertain or to inquire as to the performance, observance or satisfaction of committee thereof may exercise any of the terms, covenants or conditions of powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through the Company’s Officers or agents, and neither the Board of Directors nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such Officer or agent appointed by the Borrower Board of Directors or the existence at any time committee thereof in good faith. (f) Any amendment, modification or repeal of this Section 6.6 or any Default or Prepayment Event or to inspect the property (including the books provision hereof shall be prospective only and records) of the Borrower, (iv) shall not be responsible to in any Lender for way affect the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no limitations on liability under this Section 6.6 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in respect part, prior to such amendment, modification or repeal, regardless of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which when such claims may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentasserted.

Exculpation. Neither of the Agents No Agent nor any of their respective directors, officers, employees its shareholders or agents Related Parties shall be liable to the Banks, or any Lender of them individually, for any obligation, undertaking, act or judgment of the Company or any other Person, or for any error of judgment or any action taken or omitted to be taken by it under this Agreement such Agent (except and to the extent that the same arises from gross negligence or any other Loan Documentwillful misconduct on the part of such Agent), or in connection herewith be bound to ascertain or therewith, except for its own willful misconduct inquire as to the performance or gross negligenceobservance of any term of any of the Loan Documents. Without limitation of limiting the generality of the foregoing, each Agent Agent: (ia) may consult with rely on the advice and statements of legal counsel selected by it (including including, without limitation, counsel for to the BorrowerCompany), independent public accountants accountants, pricing services and other experts selected by it such Agent and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants accountants, pricing services or other experts, ; (iib) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranty or representations (whether written or oral) representation made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the termsLoan Documents by any Person other than such Agent, covenants or conditions of this Agreement on for the part financial condition of the Borrower Company or any other Person, or for the existence at any time observance or performance of any Default or Prepayment Event or to inspect the property (including the books and records) obligations of the BorrowerCompany or any other Person other than such Agent, or for the truth or accuracy of any document provided to such Agent that such Agent has initially received from, or that such Agent has prepared based upon information received from, the Company or any other Person; (ivc) makes no warranty or representation and shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value collectibility of this Agreement or any other instrument or document furnished pursuant hereto, of the Loan Documents; (vd) shall incur no liability under or in respect of this Agreement any such agreement or document by action acting upon any noticenotice (by telephone or otherwise), consent, certificate or other instrument or writing (which may be by telecopierincluding email, telex and telegraphic communication) believed by it in good faith to be genuine and to be signed or sent by the proper party or parties, Person; and (vie) shall have makes no responsibility to warranty or guarantee as to: (i) future payments by the Borrower Company or any Lender on account other obligor or guarantor of the Loans, (Aii) the failure Company’s future compliance with or performance of a Lender or the Borrower to perform any of its obligations under this Agreement the terms and conditions contained in the Loan Documents, or any Loan Document; (Biii) the financial condition collectibility of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentLoans.

Exculpation. Neither of the Agents Administrative Agent nor any of their respective its directors, officers, employees or agents shall be liable to any Lender or Finnvera for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each the Administrative Agent (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts a Lender Assignment Agreement entered into by the Lender that is the payee of such Note, as assignor, and an Assignee Lender as provided in Section 12.11.1; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, ; (iiiii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, ; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, ; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, ; and (vvi) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.

Exculpation. Neither of the Agents nor any of their respective directors, officers, employees or agents (a) No Indemnified Party shall be liable to any Lender Member or the Company for any action taken or omitted to be taken by it under this Agreement or any other Loan Documentcosts, or in connection herewith or therewithlosses, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoingclaims, each Agent (i) may consult with legal counsel damages, liabilities, expenses (including counsel for the Borrowerreasonable legal and other professional fees and disbursements), independent public accountants and other experts selected by it and shall not be liable for any action taken judgments, fines or omitted to be taken in good faith by it and in accordance with the advice of such counselsettlements (collectively, accountants or experts“Indemnified Losses”) arising out of, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant related to or in connection with any Loan Documentact or omission of such Indemnified Party taken, or omitted to be taken, in connection with the Company or this Agreement, except for any Indemnified Losses arising out of, related to or in connection with any act or omission that is Judicially Determined to be primarily attributable to the bad faith, gross negligence, willful misconduct or fraud of such Indemnified Party. In addition, no Indemnified Party shall be liable to any Member or the Company for any Indemnified Losses arising out of, related to or in connection with any act or omission taken, or omitted to be taken, by any broker or agent of the Company if such broker or agent was selected, engaged or retained by such Indemnified Party directly or on behalf of the Company in accordance with the standard of care set forth above. Any Indemnified Party may consult with counsel, accountants, investment bankers, financial advisers, appraisers and other specialized, reputable, professional consultants in respect of affairs of the Company and be fully protected and justified in any action or inaction that is taken in accordance with the advice or opinion of such Persons; provided, that such Persons shall have been selected in accordance with the standard of care set forth above. (b) Notwithstanding any of the foregoing to the contrary, the provisions of this Section 4.06 shall not be construed so as to provide for the exculpation of any Indemnified Party for any liability (including liability under Federal securities laws which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 4.06 to the fullest extent permitted by law.

Exculpation. Neither of (a) To the Agents nor any of their respective directorsfullest extent permitted by Applicable Law, officersand except as otherwise expressly provided herein, employees no Shareholder or agents Director shall be liable to the Company or any Lender Shareholder for any action loss or liability (including any direct or indirect consequential losses, loss of profit and loss of reputation, damages, claims, demands, proceedings, costs, expenses, penalties, legal and other professional fees and costs) arising out of any act or omission of such Person in connection with the Company to the extent that such act or omission was taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with a manner such Person reasonably believed to be in the advice best interests of the Company or permitted by this Agreement, and the aforesaid exclusion of liability shall apply howsoever such counselloss or liability arises, accountants and whether in contract, tort, or expertsotherwise, and whether caused in whole or in part by the negligence of, or breach of contract, or breach of duty (iistatutory or otherwise) makes no warranty by such Shareholder or representation Director. (b) To the fullest extent permitted by Applicable Law, the Company undertakes to hold harmless, indemnify, and to keep indemnified, the Shareholders and Directors against all losses or liabilities (including any Lender direct or indirect consequential losses. loss of profit and shall not loss of reputation, damages claims, demands proceedings, costs, expenses, penalties, legal and other professional fees and costs) which may be responsible to suffered or incurred by any Lender for any statements, warranties of them and which arise directly or representations (whether written or oral) made in or indirectly in connection with this Agreementthem relying in good faith upon the records of the Company and upon such information, (iii) shall not have opinions, reports, or statements presented to the Company by any duty to ascertain or to inquire Person as to matters such the performance, observance Company believes are within such other Person’s professional or satisfaction of any expert competence and who has been selected with reasonable care by or on behalf of the termsCompany, covenants and the aforesaid indemnity shall apply howsoever such losses or conditions of this Agreement on the part of the Borrower liabilities arise, and whether in contract, tort, or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books otherwise and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under whether caused in whole or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent part by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Documentnegligence of, or in breach of contract, or pursuant to any document delivered pursuant to breach of duty (statutory or in connection with this Agreement otherwise) by, such Shareholders or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentDirectors.

Exculpation. Neither of (a) To the Agents nor fullest extent permitted by Law but subject to the limitations expressly provided in this Agreement, no Indemnitee shall be liable for damages or otherwise to the Company, any Member or any of their respective directorsAffiliates for any act or omission performed or omitted by any of them (including, officerswithout limitation, employees any act or agents omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation), unless a court of competent jurisdiction has issued a final and non-appealable decision or judgment that such Indemnitee acted in bad faith or was grossly negligent or engaged in willful misconduct or fraud or, in the case of a criminal matter, acted with the knowledge that such Indemnitee’s conduct was unlawful. No Member shall be liable to the Company or any Lender Member for any action taken by any other Member. (b) An Indemnitee shall incur no liability to the Company or omitted any Member in acting in good faith upon any signature or writing believed by such Indemnitee to be taken genuine, may rely on a certificate signed by it under this Agreement an executive officer of any Person in order to ascertain any fact with respect to such Person or any other Loan Documentwithin such Person’s knowledge, and may rely on an opinion of counsel selected by such Indemnitee with respect to legal matters. Each Indemnitee may act directly or in connection herewith through such Indemnitee’s agents or therewith, except for its own willful misconduct or gross negligenceattorneys. Without limitation of the generality of the foregoing, each Agent (i) Each Indemnitee may consult with legal counsel (including counsel for the Borrower)counsel, independent public appraisers, engineers, accountants and other experts skilled Persons selected by it such Indemnitee, and shall not be liable to the Company or any Member for anything done, suffered or omitted in good faith in reliance upon the advice of any of such Persons. No Indemnitee shall be liable to the Company or any Member for any action taken or omitted to be taken error of judgment made in good faith by it and in accordance with the advice a responsible officer or employee of such counselIndemnitee or such Indemnitee’s Affiliate. Except as otherwise provided in this Section 6.6, accountants no Indemnitee shall be liable to the Company or expertsany Member for any mistake of fact or judgment by such Indemnitee in conducting the affairs of the Company or otherwise acting in respect of and within the scope of this Agreement. (c) Except as otherwise provided herein, no Indemnitee shall be liable to the Company or any Member for the return of the Capital Contributions or Capital Account of any Member, and such return shall be made solely from available assets of the Company, if any, and to the fullest extent permitted by law, each Member hereby waives any and all claims that it may have against such Indemnitee in this regard. (iid) makes no warranty The provisions of this Agreement, to the extent that they expressly restrict or representation eliminate the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. To the fullest extent permitted by law and notwithstanding any Lender other provision of this Agreement or duty otherwise existing at law or in equity or otherwise, in causing the Company to make a determination or take or decline to take any action, unless another express standard is provided for in this Agreement, an Indemnitee shall act in good faith and shall not be responsible subject to any Lender for any statements, warranties other or representations (whether written or oral) made in or in connection with different standards imposed by this Agreement, any other agreement contemplated hereby or under the Delaware LLC Act or any other law, rule or regulation, or in equity. In order for a determination or other action affecting the Company to be in “good faith” for purposes of this Agreement, an Indemnitee must believe that the determination or other action is in, or not opposed to, the best interests of the Company. (iiie) shall not have Subject to its obligations and duties as set forth in this ARTICLE 6, the Board of Directors and any duty to ascertain or to inquire as to the performance, observance or satisfaction of committee thereof may exercise any of the terms, covenants or conditions of powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through the Company’s Officers or agents, and neither the Board of Directors nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such Officer or agent appointed by the Borrower Board of Directors or the existence at any time committee thereof in good faith. (f) Any amendment, modification or repeal of this Section 6.6 or any Default or Prepayment Event or to inspect the property (including the books provision hereof shall be prospective only and records) of the Borrower, (iv) shall not be responsible to in any Lender for way affect the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no limitations on liability under this Section 6.6 as in effect immediately before such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in respect part, before such amendment, modification or repeal, regardless of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which when such claims may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentasserted.

Exculpation. Neither of the Agents Administrative Agent nor any of their respective its directors, officers, employees or agents shall be liable to any Lender Secured Party for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation , nor responsible for any recitals or warranties herein or therein, nor for the effectiveness, enforceability, validity or due execution of any Loan Document, nor for the creation, perfection or priority of any Liens purported to be created by any of the generality Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, nor to make any inquiry respecting the foregoing, each performance by any Credit Party of its Obligations. Any such inquiry which may be made by the Administrative Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not obligate it to make any further inquiry or to take any action. The Administrative Agent shall be liable for entitled to rely upon advice of counsel concerning legal matters and upon any action notice, consent, certificate, statement or writing which the Administrative Agent believes to be genuine and to have been presented by a proper Person. To the fullest extent permitted by Applicable Law, no Credit Party or Lender shall assert, and each Credit Party and Lender hereby waives, any claim against the Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken in good faith by it and in accordance with the advice any of such counselthem, accountants on any theory of liability, for special, indirect, consequential or expertspunitive damages (as opposed to direct or actual damages) arising out of, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with with, or as a result of, this Agreement, (iii) shall not have any duty to ascertain other Loan Document or to inquire as to any agreement or instrument contemplated herby or thereby, the performancetransactions contemplated hereby or thereby, observance any Loan or satisfaction of any the use of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value proceeds thereof. No provision of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or document furnished pursuant heretothereby or the transactions contemplated hereby or thereby, shall require the Administrative Agent to: (i) expend or risk its own funds or provide indemnities in the performance of any of its duties hereunder or the exercise of any of its rights or power or (ii) otherwise incur any financial liability in the performance of its duties or the exercise of any of its rights or powers unless it is indemnified to its satisfaction and the Administrative Agent shall have no liability to any person for any loss occasioned by any delay in taking or failure to take any action while it is awaiting an indemnity satisfactory to it. The Administrative Agent shall not be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or lien granted under this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, (vii) the filing, re-filing, recording, re-recording or continuing or any document, financing statement, mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times or (iii) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect to any of the Collateral. The actions described in items (i) through (iii) shall incur no liability under or be the sole responsibility of the Credit Parties. The Administrative Agent shall not be required to qualify in respect any jurisdiction in which it is not presently qualified to perform its obligations as Administrative Agent. The Administrative Agent has accepted and is bound by the Loan Documents executed by the Administrative Agent as of the date of this Agreement and, as directed in writing by action upon the Required Lenders, the Administrative Agent shall execute additional Loan Documents delivered to it after the date of this Agreement; provided, however, that such additional Loan Documents do not adversely affect the rights, privileges, benefits and immunities of the Administrative Agent. The Administrative Agent will not otherwise be bound by, or be held obligated by, the provisions of any noticecredit agreement, consent, certificate indenture or other instrument or writing agreement governing the Obligations (other than this Agreement and the other Loan Documents to which may be by telecopier) believed by it the Administrative Agent is a party). No written direction given to be genuine and signed or sent the Administrative Agent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender Required Lenders or the Borrower Borrowers that in the sole reasonable judgment of the Administrative Agent imposes, purports to perform impose or might reasonably be expected to impose upon the Administrative Agent any obligation or liability not set forth in or arising under this Agreement and the other Loan Documents will be binding upon the Administrative Agent unless the Administrative Agent elects, at its sole option, to accept such direction. The Administrative Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement or the other Loan Documents arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; business interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action. The Administrative Agent shall not be under any Loan Document; (B) the financial condition obligation to exercise any of the Borrower; (C) the completeness its rights or accuracy of any statements, representations or warranties made powers vested in or pursuant to it by this Agreement or any the other Loan DocumentDocuments, at the request, order or in or direction of the Required Lenders unless the same is given pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency express provisions of this Agreement or the other Loan Documents and the Required Lenders shall have offered to the Administrative Agent security or indemnity reasonably satisfactory to the Administrative Agent against the costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) which might be incurred therein or thereby. Beyond the exercise of reasonable care in the custody of the Collateral in its possession, the Administrative Agent will have no duty as to any Loan Document Collateral in its possession or control or in the possession or control of any document executed agent or delivered pursuant bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Administrative Agent will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Administrative Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Administrative Agent in good faith without gross negligence or willful misconduct. The Administrative Agent will not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Administrative Agent, as determined by a court of competent jurisdiction in a final, nonappealable order, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Administrative Agent hereby disclaims any representation or warranty to the present and future Secured Parties concerning the perfection of the Liens granted hereunder or in connection with the value of any Loan Documentof the Collateral. In the event that the Administrative Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Administrative Agent’s sole reasonable discretion may cause the Administrative Agent to be considered an “owner or operator” under any Environmental Laws or otherwise cause the Administrative Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Administrative Agent reserves the right, instead of taking such action, either to resign as Administrative Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Administrative Agent will not be liable to any person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Administrative Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any Hazardous Material into the environment.

Exculpation. Neither (i) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, and the Collateral Agent shall not by reason of this Agreement or any of the Agents Notes (or otherwise) be a trustee for any Secured Party or have any fiduciary obligation to any Secured Party or any of their affiliates. Neither the Collateral Agent nor any of their respective its directors, partners, members, managers, officers, employees or agents (collectively, the “Related Parties”) shall be liable to any Lender Secured Party for any action taken or omitted to be taken by it under this Agreement and the Notes, or in any other Loan Documentagreements delivered in connection therewith, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of , nor shall the generality of the foregoingCollateral Agent or any Related Parties be responsible for any recitals or representations or warranties herein or therein or in any other agreement delivered in connection therewith, each Agent (i) may consult with legal counsel (including counsel or for the Borrower)effectiveness, independent public accountants and other experts selected by it and shall not be liable for enforceability, validity or due execution of any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have the Notes or in any duty other agreement delivered in connection therewith, nor for the creation, perfection or priority of any security interests purported to ascertain or to inquire as to the performance, observance or satisfaction of be created under any of the terms, covenants or conditions of this Agreement on the part of the Borrower Notes or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrowervalidity, (iv) shall not be responsible to any Lender for the due execution, legality, validitygenuineness, enforceability, genuinenessexistence, value or sufficiency or value of this Agreement any Collateral, nor shall the Collateral Agent or any other instrument Related Parties be obligated to make any inquiry respecting the performance by the Company of its obligations hereunder or document furnished pursuant hereto, (v) shall incur no liability under thereunder or in respect any other agreement delivered in connection therewith. Any such inquiry by the Collateral Agent shall not obligate it to make any further inquiry or to take any action. The Collateral Agent shall be entitled to rely upon advice of this Agreement by action counsel concerning legal matters and upon any notice, consent, certificate certificate, statement, or writing which they believe to be genuine and to have been presented by a proper Person. The Collateral Agent shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. (ii) The Collateral Agent shall be entitled to rely upon any certification, notice or other instrument communication (including any thereof by email, telex, telecopy, telegram or writing (which may be by telecopiercable) reasonably believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper party person or partiespersons, and upon advice and statements of legal counsel (vi) shall have no responsibility including counsel to the Borrower Company), independent accountants and other experts selected by the Collateral Agent with reasonable care. As to any matters not expressly provided for by this Agreement, the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by all Secured Parties, in its capacity as agent of the Secured Parties, and any Lender action taken or failure to act pursuant thereto, shall be binding on account all of the Secured Parties. (Aiii) The Collateral Agent shall not be required to take any action that is in its opinion contrary to law or to the failure terms of a Lender this Agreement and the Notes, or the Borrower to perform which would in its opinion subject it or any of its obligations Related Parties to liability. The Collateral Agent shall, in all cases, be fully justified in failing or refusing to act hereunder and under this Agreement the Notes unless it shall be fully indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any Loan Document; such action. (Biv) The Collateral Agent may deem and treat the financial condition payee of any promissory note or other evidence of indebtedness relating to the Notes as the owner thereof for all purposes hereof unless and until a written notice of the Borrower; (C) assignment or transfer thereof, signed by such payee and in form reasonably satisfactory to the completeness Collateral Agent, shall have been filed with the Collateral Agent. Any request, authority or accuracy consent of any statements, representations Person who at the time of making such request or warranties made in giving such authority or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) consent is the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or holder of any document executed such note or delivered pursuant to other evidence of indebtedness shall be conclusive and binding on any subsequent holder, transferee or assignee of such note or other evidence of indebtedness and of any note or notes or other evidences of indebtedness issued in connection with any Loan Documentexchange therefor.

Exculpation. Neither A. In the event of the Agents nor any of their respective directors, officers, employees default or agents shall be liable breach by Landlord with respect to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or and conditions of this Agreement Lease to be observed and performed by Landlord, Tenant shall look solely to the estate and property of Landlord in the Real Property (provided that any right of Tenant thereto shall always be subject and subordinate to the right of any Superior Lessor or Superior Mortgagee) for the collection of any sum of money on a judgment, or for the payment or expenditure of any money under any decree of specific performance, injunctive relief or other equitable relief (or other judicial process) requiring performance by Landlord of any obligation under this Lease. No other property or assets of the Landlord, Landlord’s agents, incorporators, shareholders, officers, directors, partners, principals (disclosed or undisclosed) or affiliates shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies. B. The term “Landlord” shall mean only the owner at the time in question of the present Landlord’s interest in the Building and in the event of a sale or transfer of the Building (by operation of law or otherwise), or in the event of the making of a lease of all or substantially all of the Building, or in the event of a sale or transfer (by operation of law or otherwise) of the leasehold estate under any such lease, the grantor, transferor or lessor, as the case may be, shall be and hereby is (to the extent of the interest or portion of the Building or leasehold estate sold, transferred or leased) automatically and entirely released and discharged, from and after the date of such sale, transfer or leasing, of all liability in respect of the performance of any of the terms of this Lease on the part of Landlord thereafter to be performed; provided that the Borrower purchaser, transferee or the existence at any time of any Default or Prepayment Event or to inspect the property lessee (including the books and records) of the Borrowercollectively, (iv“Transferee”) shall not be responsible deemed to any Lender for have assumed and agreed to perform, subject to the due execution, legality, validity, enforceability, genuineness, sufficiency or value limitations of this Agreement or any other instrument or document furnished pursuant Section (and without further agreement between the then parties hereto, (vor among such parties and the Transferee) shall incur no liability under or and only during and in respect of the Transferee’s period of ownership of the Landlord’s interest under this Agreement by action upon any noticeLease, consent, certificate or other instrument or writing (which may be by telecopier) believed by it all of the terms of this Lease on the part of Landlord to be genuine performed during such period of ownership, which terms shall be deemed to run with the Land it being intended that Landlord’s obligations hereunder shall, as limited by this Article, be binding on Landlord, its successors and signed or sent by the proper party or partiesassigns, only during and (vi) shall have no responsibility to the Borrower or any Lender on account in respect of (A) the failure their respective successive periods of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentownership.

Exculpation. Neither of (a) No Covered Person shall, to the Agents nor any of their respective directorsfullest extent permitted by law, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement the Company or any other Loan DocumentCovered Person for any loss, damage, claim, liability, demand, action, suit, proceeding or in connection herewith right of action (collectively “Damages”) incurred by reason of any act or therewithomission performed or omitted by such Covered Person, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and that a Covered Person shall not be liable for any action taken or omitted to be taken in good faith Damages incurred by it and in accordance with the advice reason of such counsel, accountants Covered Person’s (i) breach of the duty of loyalty solely in his or expertsher capacity as a Manager or officer of the Company, (ii) makes no warranty acts or representation to any Lender and shall omissions not be responsible to any Lender in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any statementstransaction from which such Covered Person derived an improper personal benefit solely in his or her capacity as a Manager or officer of the Company, warranties or representations in each case as described in clauses (whether written or orali) made in or through (iii), other than in connection with this Agreementor as a result of a Permitted Action (each, (iii) a “Non-Exculpated Action”). A Covered Person shall not have be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any duty Person as to ascertain matters the Covered Person reasonably believes are within such other Person’s professional or to inquire expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the performance, observance or satisfaction of any value and amount of the termsassets, covenants liabilities, Profits or conditions of this Agreement on the part of the Borrower Losses or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Net Cash Flow or any other instrument facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid. (b) To the fullest extent permitted by law, a Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or document furnished pursuant heretostatements presented to the Company by any Covered Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, Profits or Losses or Net Cash Flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid. (vc) shall incur no liability under The provisions of this Section 12.2, to the extent that they eliminate or restrict the duties and/or liabilities of a Covered Person otherwise existing at law or in respect of this Agreement by action upon any noticeequity, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent are agreed by the proper party or parties, and (vi) shall have no responsibility Members to replace such other duties and/or liabilities of such Covered Person to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentfullest extent permitted by applicable law.

Exculpation. Neither of the Agents nor any of their respective directors, officers, employees or agents (a) No Management Person (solely in such individual’s capacity as a Management Person) shall be liable to the Partnership or to any Lender Partner for any action taken claims, losses, expenses, costs, obligations, liabilities, actions, suits, proceedings, judgments, or omitted settlements, fines, penalties, interests or other amounts (including attorneys’ fees) (whether civil, criminal, administrative or investigative) (collectively, “Claims”) arising or resulting from or relating to be taken by it the performance of any of such Management Person’s obligations or duties under this Agreement or any other Loan Documentin its capacity as a Management Person, or in connection herewith otherwise attributable to any breach of duty owed by such Management Person (by virtue of being a Management Person) to the Partnership or therewiththe Partners, except for its own to the extent such Claims or breach of duty is based upon such Management Person’s fraud, bad faith, gross negligence or willful misconduct or gross negligencemisconduct. Without limitation of limiting the generality of the foregoing, each Agent (i) the doing of any act or the failure to do any act by any Management Person, which shall not constitute fraud, bad faith, gross negligence or willful misconduct, the effect of which may consult with legal counsel (including counsel cause or result in loss or damage to the Partnership, shall not subject any Management Person to any liability. The Management Persons do not, in any way, guarantee the return of the Partners’ Capital Contributions or a profit for the Borrower), independent public accountants and other experts selected by it and Partners from the operations of the Partnership. No Management Person shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statementsPartners because of a loss of their investments or a loss in operations, warranties unless the loss shall have been the result of fraud, bad faith, gross negligence or representations willful misconduct. For the avoidance of doubt, nothing in this Section 11.1 shall be deemed to be a limitation on the Partnership’s indemnification obligations pursuant to the MSA. (whether written b) In performing its obligations or oral) made in or in connection with duties under this Agreement, a Management Person (iiisolely in such individual’s capacity as a Management Person) shall not have be fully protected in relying in good faith upon the records of the Partnership and upon such information, opinions, reports or statements presented to the Partnership by any duty Person as to ascertain matters the Management Person reasonably believes are within such other Person’s professional or to inquire expert competence and who has been selected with reasonable care by or on behalf of the Partnership, including information, opinions, reports or statements as to the performance, observance or satisfaction of any value and amount of the termsassets, covenants liabilities, Profits, Losses or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Available Cash or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility facts pertinent to the Borrower or any Lender on account existence and amount of (A) the failure of a Lender or the Borrower assets from which distributions to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentPartners might properly be paid.

Exculpation. (a) The Administrative Agent shall be entitled to rely upon advice of counsel concerning legal matters, and upon this Agreement, any Loan Document and any schedule, certificate, statement, report, notice or other writing which it in good faith believes to be genuine or to have been presented by a proper person. Neither of the Agents Administrative Agent nor any of their respective its directors, officers, employees or agents shall (i) be responsible for any recitals, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of this Agreement, any Loan Document, or any other instrument or document delivered hereunder or in connection herewith, (ii) be responsible for the validity, genuineness, perfection, effectiveness, enforceability, existence, value or enforcement of any collateral security, (iii) be under any duty to inquire into or pass upon any of the foregoing matters or upon the satisfaction of any condition set forth in Sections 3.1, 3.2 or 3.3 (other than to confirm receipt of items expressly required to be delivered to the Administrative Agent pursuant to thereto), or to make any inquiry concerning the performance by the Borrowers or any other obligor of its obligations (it being understood and agreed that the Administrative Agent shall not be deemed to have knowledge of any Material Adverse Change, Default or Event of Default unless the Administrative Agent has received written notice thereof from the Company or any Lender, referring to this Agreement, describing such Material Adverse Change, Default or Event of Default), or (iv) in any event, be liable to any Lender as such for any action taken or omitted to be taken by it or them, except for its or their own gross negligence or willful misconduct. The appointment of Xxxxx Fargo as Administrative Agent hereunder shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, Xxxxx Fargo in its individual capacity. (b) The term “agent” is used herein in reference to the Administrative Agent merely as a matter of custom. It is intended to reflect only an administrative relationship between the Administrative Agent and the other Lender Parties, in each case as independent contracting parties. However, the obligations of the Administrative Agent shall be limited to those expressly set forth herein. In no event shall the use of such term create or imply any fiduciary relationship or any other obligation arising under the general law of agency, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentotherwise exist against the Administrative Agent.

Exculpation. (a) Neither of the Agents Administrative Agent, nor any of their respective its directors, officers, employees employees, agents, Affiliates or agents Related Parties thereof, shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for as determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from its or his own willful misconduct or gross negligence. Without limitation Under no circumstances shall the Administrative Agent, or any of its directors, officers, employees, agents, Affiliates or Related Parties thereof, be responsible for, or incur any liability with respect to: (i) any representations or warranties or statements made by the Borrowers or any other Loan Party in connection with any Loan Document; (ii) the effectiveness, enforceability, validity or due execution of any Loan Document; (iii) the creation, perfection or priority of any Liens purported to be created by any of the generality Loan Documents; (iv) the validity, genuineness, enforceability, existence, value or sufficiency of, or taking any action with respect to the care, protection or preservation of, any Collateral; (v) the performance or observance by the Borrowers or any other Loan Party of any covenants or agreements contained in the Loan Documents; (vi) the contents of any certificate, report or document delivered pursuant to any Loan Document; (vii) the satisfaction of any conditions (including any conditions set forth in Article V) set forth in the Loan Documents; (viii) the existence of any Default or Event of Default; or (ix) the financial condition of the foregoing, each Borrowers or any other Loan Party; (b) The Administrative Agent (i) is not required to make any inquiry respecting the performance by the Borrowers or any other Loan Party of its obligations hereunder or under any other Loan Document (other than to confirm receipt of items expressly required to be delivered to the Administrative Agent), and any such inquiry which may consult with legal counsel be made by the Administrative Agent shall not obligate it to make any further inquiry or to take any action; (including counsel ii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, or be liable for the Borrowerfailure to disclose, any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained by the Administrative Agent or any of its Affiliates; (iii) shall not be deemed to have knowledge of the existence of any Default or Event of Default unless it has received written notice from an Authorized Officer that specifically refers to and describes the same; (iv) shall not be subject to any fiduciary or other implied duties, regardless of whether any Default or Event of Default has occurred and is continuing; and (v) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other percentage of the Lenders as shall be expressly provided for herein), independent public accountants and other experts selected by it and provided that the Administrative Agent shall not, in any event, be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law. (c) The Administrative Agent shall not in any event be liable for any action taken or omitted to not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be taken necessary, or as the Administrative Agent shall believe in good faith by it and shall be necessary, under the circumstances as provided in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentSection 10.1).

Exculpation. Neither As to any matters not expressly provided for by this Agreement, the Authorized Representative shall not be required to exercise any discretion or to take any action, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) only upon the written instructions of the Agents nor Majority of Holders, provided, however, that the Authorized Representative shall not be required to take any of their respective directors, officers, employees action that it reasonably believes will expose it to personal liability or agents to be contrary to this Agreement or applicable law. The Authorized Representative shall not be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewithwith this Agreement, except for its own gross negligence or willful misconduct or gross negligencemisconduct. Without limitation of limiting the generality of the foregoing, each Agent the Authorized Representative: (i) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, ; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or the Notes on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property Company; (including the books and records) of the Borrower, (iviii) shall not be responsible to any Lender Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, any Note or any other instrument or document furnished pursuant hereto, ; and (viv) shall incur no liability under or in respect of this Agreement by action acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and believed by it to have been signed or sent by the proper party or partiesparties in accordance with Section 7.3 of this Agreement. The Purchasers agree to indemnify the Authorized Representative, and (vi) shall have no responsibility ratably according to the Borrower proportion that the total remaining unpaid principal amount of each Purchaser's Note or Notes bears to the aggregate total remaining unpaid principal amount of all Notes then outstanding, from and against any Lender on account of (A) the failure of a Lender and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy disbursements of any statementskind or nature whatsoever that may be imposed upon, representations or warranties made in or pursuant to this Agreement or any Loan Documentincurred by, or asserted against the Authorized Representative in or pursuant to any document delivered pursuant way relating to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency arising out of this Agreement or any Loan Document action taken or omitted by the Authorized Representative under this Agreement, PROVIDED that such indemnity shall not be applicable in the event of any document executed the Authorized Representative's gross negligence or delivered pursuant to or in connection with any Loan Documentwillful misconduct.

Exculpation. Neither of the Agents Administrative Agent (acting in such capacity under the Transaction Documents) nor any of their respective its directors, officers, agents or employees or agents shall be liable to any Lender Noteholder for any action taken or omitted to be taken by it or them under this Agreement or any other Loan Document, or in connection herewith or therewithwith the Transaction Documents, except for its or their own gross negligence or willful misconduct or gross negligencemisconduct. Without limitation of limiting the generality of the foregoing, each Agent the Administrative Agent: (ia) may consult with legal counsel (including counsel for the BorrowerIssuer and the 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 and in accordance with the advice of such counsel, accountants or experts, ; (iib) makes no warranty or representation to any Lender Noteholder, and shall not be responsible to any Lender Noteholder, for any statements, warranties or representations (whether written made by the Issuer or oral) made the Servicer, in or in connection with this Agreement, any Transaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Transaction Document on the part of the Borrower Issuer, LEAF Capital Funding, LLC, LEAF Commercial Capital or the existence at any time of any Default or Prepayment Event their respective Affiliates or to inspect the property (including the books and records) of the BorrowerIssuer, LEAF Capital Funding, LLC, LEAF Commercial Capital or any of their respective Affiliates; (ivd) shall not be responsible to any Lender Noteholder for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Indenture, any Note, any other Transaction Document or any other instrument or document furnished pursuant hereto, provided for herein or delivered or to be delivered hereunder or in connection herewith; and (ve) shall incur no liability under or in respect of this Agreement any Transaction Document by action acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopierfacsimile transmission) reasonably believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.

Exculpation. Neither of (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Agents nor any of their respective directorsother Loan Documents, officers, employees or agents and its duties hereunder shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or administrative in connection herewith or therewith, except for its own willful misconduct or gross negligencenature. Without limitation of limiting the generality of the foregoing, each Agent the Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default or Prepayment Event has occurred and is continuing; (ii) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may consult with legal counsel (expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including counsel for the Borrower)avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, independent public accountants modification or termination of property of a Defaulting Lender in violation of any debtor relief law; and (iii) shall not, except as expressly set forth herein and in the other experts selected Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by it and the Person serving as the Administrative Agent or any of its Affiliates in any capacity. (b) The Administrative Agent shall not be liable for any action taken or omitted to not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be taken necessary, or as the Administrative Agent shall believe in good faith by it shall be necessary, under the circumstances as provided in Sections 11.1 and in accordance with the advice of such counsel7.3), accountants or experts, (ii) makes no warranty in the absence of its own gross negligence or representation willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Lender Event of Default or Prepayment Event unless and until notice describing such Event of Default or Prepayment Event is given to the Administrative Agent in writing by the Borrower or a Lender. (c) The Administrative Agent shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performanceinto (i) any statement, observance warranty or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties representation made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any other Loan Document; or , (Dii) the negotiationcontents of any certificate, executionreport or other document delivered hereunder or thereunder or in connection herewith or therewith, effectiveness(iii) the performance or observance of any of the covenants, genuinenessagreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, admissibility in evidence effectiveness or sufficiency genuineness of this Agreement or Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any document executed condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered pursuant to or in connection with any Loan Documentthe Administrative Agent.

Exculpation. Neither of the Agents Administrative Agent nor any of their respective its directors, officers, employees or agents shall be liable to any Lender or Finnvera for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each the Administrative Agent (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts a Lender Assignment Agreement entered into by the Lender that is the payee of such Note, as assignor, and an Assignee Lender as provided in Section 12.11.1; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, ; (iiiii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, ; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, ; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, hereto and (vvi) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.

Exculpation. Neither of the Agents No Servicing Bank nor any of their respective its shareholders, directors, officers, employees or agents shall be liable to the Banks, or any Lender of them individually, for any obligation, undertaking, act or judgment of the Company or any other Person, or for any error of judgment or any action taken or omitted to be taken by it under this Agreement such Servicing Banks or any other Loan DocumentServicing Bank (except and to the extent that the same arises from gross negligence or willful misconduct on the part of such Servicing Bank), or in connection herewith be bound to ascertain or therewith, except for its own willful misconduct inquire as to the performance or gross negligenceobservance of any term of any of the Loan Documents. Without limitation of limiting the generality of the foregoing, each Agent the Servicing Banks: (ia) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it the Servicing Banks and shall not be liable for any action taken or omitted to be taken in good faith by it and the Servicing Banks in accordance with the advice of such counsel, accountants or experts, ; (iib) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranty or representations (whether written or oral) representation made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the termsLoan Documents, covenants or conditions of this Agreement on for the part financial condition of the Borrower Company or any other Person, or for the existence at any time observance or performance of any Default or Prepayment Event or to inspect the property (including the books and records) obligations of the BorrowerCompany or any other Person, or for the truth or accuracy of any document provided to the Banks that the Servicing Banks have initially received from, or that the Servicing Banks have prepared based upon information received from, the Company or any other Person; (ivc) make no warranty or representation and shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value collectibility of this Agreement or any other instrument or document furnished pursuant hereto, of the Loan Documents; (vd) shall incur no liability under or in respect of this Agreement any such agreement or document by action acting upon any noticenotice (by telephone or otherwise), consent, certificate or other instrument or writing (which may be by telecopierincluding telex and telegraphic communication) believed by it the Servicing Banks in good faith to be genuine and to be signed or sent by the proper party or parties, Person; and (vie) shall have make no responsibility to warranty or guarantee as to: (i) future payments by the Borrower Company or any Lender on account other obligor or guarantor of the Loans, (Aii) the failure Company's future compliance with or performance of a Lender or the Borrower to perform any of its obligations under this Agreement the terms and conditions contained in the Loan Documents, or any Loan Document; (Biii) the financial condition collectibility of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentLoans.

Exculpation. Neither of the Agents Administrative Agent nor any of their respective its directors, officers, employees or agents shall be liable to any Lender Party for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each the Administrative Agent (i) may treat the payee of any Note a the holder thereof until the Administrative Agent receives and accepts a Lender Assignment Agreement entered into by the Lender that is the payee of such Note, as assignor, and an Assignee Lender as provided in Section 11.11.1; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, ; (iiiii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, ; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, ; (ivv) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, ; and (vvi) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.

Exculpation. Neither of the Agents nor any of their respective directors, officers, employees or agents No Indemnified Party shall be liable to any Lender Member or the Company or any Series for any action taken act or omitted failure to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation act on behalf of the generality of the foregoingCompany, each Agent unless such act or failure to act resulted from, (i) may consult with legal counsel (including counsel for in the Borrower)case of the Manager as the Indemnified Party, independent public accountants the Uncorrected Breach, fraud, gross negligence, reckless disregard of duties, bad faith, or willful misconduct of the Manager, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty in the case of an Indemnified Party who is a Representative or representation to any Lender and Alternate or the Member such person represents, the fraud or willful misconduct of such Indemnified Party; provided, however, that this provision shall not be responsible to any Lender for any statements, warranties create a duty or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall obligation that does not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or otherwise exist pursuant to this Agreement or applicable law. Each Indemnified Party may consult with counsel and accountants in respect of Company affairs and shall not be subject to liability to the Company or any Loan DocumentSeries with respect to any action or inaction which is taken in reasonable reliance on the advice or opinion of such counsel or accountants, provided that (i) such counsel or accountant was selected with reasonable care and (ii) such action or inaction taken in reliance upon such advice would not otherwise subject such Indemnified Party to potential liability pursuant to this Section 16.4. To the extent that, at law or in equity, an Indemnified Party has duties (including fiduciary duties) and liabilities relating thereto to the Company or pursuant to the Members, the Manager and any document delivered pursuant to or other Indemnified Party acting in connection with the Company’s business or affairs shall not be liable to the Company or to any Member for breach of its fiduciary duty for its good faith reliance on the provisions of this Agreement Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 16.4 shall not be construed so as to relieve (or attempt to relieve) any Loan Document; Indemnified Party of any liability, including any liability arising from any violation of U.S. federal or state securities law or criminal wrongdoing, to the extent (Dbut only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency provisions of this Section 16.4 to the fullest extent permitted by law. To the extent the provisions of this Agreement or any Loan Document or modify the duties and liabilities of any document executed or delivered pursuant to an Indemnified Party, including the Manager, otherwise existing at law or in connection with any Loan Documentequity, the Members agree that, to the fullest extent permitted by law, such duties and liabilities set forth in this Agreement shall replace such other duties and liabilities of such Indemnified Party.

Exculpation. Neither of the Agents Agent (acting in such capacity under the Transaction Documents) nor any of their respective its directors, officers, agents or employees or agents shall be liable to any Lender Investor for any action taken or omitted to be taken by it or them under this Agreement or any other Loan Document, or in connection herewith or therewithwith the Transaction Documents, except for its or their own gross negligence or willful misconduct or gross negligencemisconduct. Without limitation of limiting the generality of the foregoing, each Agent the Agent: (ia) may consult with legal counsel (including counsel for the BorrowerBorrower and the 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 and in accordance with the advice of such counsel, accountants or experts, ; (iib) makes no warranty or representation to any Lender Investor, and shall not be responsible to any Lender Investor, for any statements, warranties or representations (whether written or oral) made by the Borrower, in or in connection with this Agreement, any Transaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Transaction Document on the part of the Borrower or the existence at any time of any Default or Prepayment Event Servicer or to inspect the property (including the books and records) of the Borrower, Borrower or Servicer; (ivd) shall not be responsible to any Lender Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, the Note, any other Transaction Document or any other instrument or document furnished pursuant hereto, provided for herein or delivered or to be delivered hereunder or in connection herewith; and (ve) shall incur no liability under or in respect of this Agreement any Transaction Document by action acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopiertelex or facsimile transmission) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.

Exculpation. Neither of the Agents Collateral Agent nor any of their respective its shareholders, directors, officers, employees or agents shall be liable to the Banks, or any Lender of them individually, for any obligation, undertaking, act or judgment of the Company or any other Person, or for any error of judgment or any action taken or omitted to be taken by it under this Agreement the Collateral Agent (except and to the extent that the same arises from gross negligence or any other Loan Documentwillful misconduct on the part of the Collateral Agent), or in connection herewith be bound to ascertain or therewith, except for its own willful misconduct inquire as to the performance or gross negligenceobservance of any term of any of the Loan Documents. Without limitation of limiting the generality of the foregoing, each Agent the Collateral Agent: (ia) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, ; (iib) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranty or representations (whether written or oral) representation made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the termsLoan Documents by any Person other than the Collateral Agent, covenants or conditions of this Agreement on for the part financial condition of the Borrower Company or any other Person, or for the existence at any time observance or performance of any Default or Prepayment Event or to inspect the property (including the books and records) obligations of the BorrowerCompany or any other Person other than the Collateral Agent, or for the truth or accuracy of any document provided to the Collateral Agent that the Collateral Agent has initially received from, or that the Collateral Agent has prepared based upon information received from, the Company or any other Person, except for the Collateral Agent's responsibility under SECTION 10.8; (ivc) makes no warranty or representation and shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value collectibility of this Agreement or any other instrument or document furnished pursuant hereto, of the Loan Documents; (vd) shall incur no liability under or in respect of this Agreement any such agreement or document by action acting upon any noticenotice (by telephone or otherwise), consent, certificate or other instrument or writing (which may be by telecopierincluding telex and telegraphic communication) believed by it in good faith to be genuine and to be signed or sent by the proper party or parties, Person; and (vie) shall have makes no responsibility to warranty or guarantee as to: (i) future payments by the Borrower Company or any Lender on account other obligor or guarantor of the Loans, (Aii) the failure Company's future compliance with or performance of a Lender or the Borrower to perform any of its obligations under this Agreement the terms and conditions contained in the Loan Documents, or any Loan Document; (Biii) the financial condition collectibility of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentLoans.

Exculpation. Neither No Covered Person shall be liable, responsible or accountable in damages or otherwise to the Company or to any Member for any act or failure to act in connection with the conduct of the Agents nor any business of their respective directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Documentthe Company, or in connection herewith performing or therewith, except for its own willful misconduct or gross negligence. Without limitation participating in the performance of the generality obligations or activities of the foregoingCompany, each Agent so long as (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected such Covered Person acted in a manner reasonably believed by it and shall not be liable for any action taken or omitted such Covered Person to be taken in good faith by it and in accordance with within the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any scope of the terms, covenants or conditions of this Agreement authority conferred on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability such Covered Person under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement and (ii) such acts or omissions are not found by a court of competent jurisdiction to constitute fraud, gross negligence or willful misconduct. In performing its duties, a Covered Person shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports, or statements (including financial statements and information, opinion, reports or statements as to the value or amount of the assets, liabilities, Profits and Losses of the Company or any Loan Documentfacts pertinent to the existence and amount of assets from which Distributions to Members might properly be paid), of the following other Persons or groups: (a) one or more officers or employees of the Company or its subsidiaries; (b) any attorney, independent accountant, or other Person employed or engaged by the Company or its Subsidiaries; or (c) any other Person who has been selected with reasonable care by or on behalf of the Company or its Subsidiaries, in each case as to matters which such Covered Person reasonably believes to be within such other Person’s professional or pursuant expert competence. The preceding sentence shall in no way limit a Covered Person’s right to rely on information to the extent provided in the Act. No Member, in its capacity as such, shall be liable to the Company or any document delivered pursuant to Member for any action taken by any other Member. To the extent that, at law or in connection with equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, any Covered Person acting under this Agreement or otherwise shall not be liable to the Company or any Loan Document; or (D) Member for its good faith reliance on the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency provisions of this Agreement or any Loan Document or Agreement. The provisions of any document executed or delivered pursuant this Agreement, to the extent they expressly restrict the duties and liabilities of a Covered Person otherwise existing at law or in connection with any Loan Documentequity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.

Exculpation. Neither None of the Agents Agents, the Collateral Agent or the Arranger nor any of their respective directors, officers, employees or agents Agents shall be liable to any Term Loan Lender for any action taken or omitted to be taken by it under this Agreement or any other Term Loan Document, or in connection herewith or therewith, except for its own willful wilful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel nor responsible for any recitals or warranties herein or therein, nor for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validityeffectiveness, enforceability, genuinenesssufficiency, sufficiency validity or value due execution of this Agreement or any other instrument Term Loan Document, nor for the creation, perfection or document furnished pursuant heretopriority of any Liens purported to be created by any of the Term Loan Documents, (v) shall incur no liability or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, nor to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (Term Loan Document. Any such inquiry which may be made by telecopier) believed by any Agent or Collateral Agent shall not obligate it to be genuine and signed make any further inquiry or sent by to take any action. No Agent or the proper party or parties, and (vi) Collateral Agent shall have no responsibility to any duties or responsibilities except those specifically set forth in this Agreement and the Borrower other Loan Documents and shall not by reason of the relationship established herein be a trustee or fiduciary of any other Agent, the Collateral Agent or any Lender on account of (A) the failure of a Lender Lender. Unless it specifically agrees to do so in writing, no Agent or the Borrower Collateral Agent shall be obligated to perform initiate, conduct or supervise any of its obligations under this Agreement litigation or collection proceedings, whether in bankruptcy or otherwise, any Loan Documentwork-out or post-default negotiations or take any other similar actions; (B) provided, that, at the financial condition written request of the Borrower; Required Term Loan Lenders, the Administrative Agent shall be obligated to foreclose upon or set off against the cash collateral deposited with it under clause (Cb) of Section 3.1.2 in accordance with Section 4.9. Each Agent and the completeness or accuracy of any statements, representations or warranties made in or pursuant Collateral Agent shall be entitled to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.rely:

Exculpation. Neither a. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Agents nor Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of (i) the Member, (ii) any Affiliate (as defined below) of the Member, (iii) any officer, director, manager, member, shareholder, partner, employee, representative, trustee or agent of the Member or any of their respective directorsits Affiliates or a spouse of any of the foregoing, officersor (iv) any officer, employees director, manager, member, shareholder, partner, employee, representative, trustee or agents agent of the Company or any of its Affiliates or a spouse of any of the foregoing (each, a “Covered Person”) shall be obligated personally for any such debts, obligations or liabilities of the Company. For purposes of this Agreement, an “Affiliate” shall mean, with respect to a specified person, any person that directly or indirectly controls, is controlled by, or is under common control with, the specified person, with the term “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. In addition, for the purposes hereof, any general partner, limited partner, member or investor of a specified person shall be deemed to be an affiliate of such person. b. No Covered Person shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement the Company or any other Loan DocumentCovered Person for any loss, claim, demand, cost, damage, liability (joint or several), expenses of any nature (including reasonable attorney’s fees and disbursements), judgments, fines, settlements or other amounts (“Losses”) incurred by reason of any act or omission performed or omitted by such Covered Person in connection herewith or therewithgood faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and that a Covered Person shall not be liable for any action taken Losses incurred by reason of such Covered Person’s fraud, bad faith, willful misconduct or omitted to breach of any agreement with the Company. c. A Covered Person shall be taken fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by it any of the Officers, employees or committees of the Company, or by any other Person (as defined below), as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence and in accordance who has been selected with reasonable care by or on behalf of the advice Company, including information, opinions, reports or statements as to the value and amount of such counselthe assets, accountants liabilities, net income, net losses or experts, (ii) makes no warranty net cash flow or representation any other facts pertinent to any Lender the existence and shall not amount of assets from which distributions to the Member may properly be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with paid. For purposes of this Agreement, (iii) the term “Person” shall not have mean any duty to ascertain natural person, corporation, general or to inquire as to the performancelimited partnership, observance or satisfaction of any of the termslimited liability company, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrowerfirm, (iv) shall not be responsible to any Lender for the due executionassociation, legalitytrust, validitygovernment, enforceability, genuineness, sufficiency or value of this Agreement governmental agency or any other instrument or document furnished pursuant heretoentity, (v) shall incur no liability under or whether acting in respect of this Agreement by action upon any noticean individual, consent, certificate fiduciary or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentcapacity.

Exculpation. Neither None of the Agents or the Lead Arranger nor any of their respective directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel nor responsible for any recitals or warranties herein or therein, nor for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validityeffectiveness, enforceability, genuineness, sufficiency validity or value due execution of this Agreement or any other instrument Loan Document, nor for the creation, perfection or document furnished pursuant heretopriority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, nor to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document. None of the Agents or the Lead Arranger nor any of their respective directors, officers, employees or agents shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder, (ii) the performance or observance of any of the covenants or agreements of any Obligor under any Loan Document, including, without limitation, any agreement by an Obligor to furnish information directly to each Lender, (iii) the satisfaction of any condition specified in Article V, expect receipt of items required to be delivered solely to the Administrative Agent, (iv) the existence or possible existence of any Default or Event of Default, or (v) the financial condition of the Borrower or any other Obligor. Any such inquiry which may be made by an Agent or the Issuer shall incur no liability under not obligate it to make any further inquiry or in respect to take any action. The Agents and the Issuer shall be entitled to rely upon advice of this Agreement by action counsel concerning legal matters and upon any notice, consent, certificate or other instrument certificate, statement or writing (which may be by telecopier) believed by it the Agents or the Issuer, as applicable, believe to be genuine and signed or sent to have been presented by the a proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentPerson.

Exculpation. Neither Except as may be otherwise required by applicable law and without prejudice to the provisions of the Agents nor any Development Agreement, including Federal securities laws, none of VivoPower, the Manager, the Developer, their respective directorsAffiliates or their respective principals, heirs, executors, administrators, partners, members, stockholders, trustees, employees, employers, officers, employees directors, managers, agents, attorneys, advisors, successors or agents assigns (each, an “Exculpated Party”) shall be liable have any liability to the Company or any Lender Member for any loss, liability, damage, cost, penalty or expense (“Loss”) suffered or sustained by the Company or any Member that arises out of any action or inaction of an Exculpated Party, unless such action or inaction (i) was undertaken or omitted in connection with providing services to the Company or any Project Company or the performance of the Exculpated Party’s duties under this Agreement, the Development Agreement, the Contribution Agreement or as required by law, (ii) was not taken or omitted to be taken by it under the Exculpated Party in the good faith belief that such act or omission was in the Company’s best interests, and (iii) is finally adjudicated by a court of competent jurisdiction (without any further right of appeal or further proceeding) to constitute bad faith, actual fraud, gross negligence, willful misconduct, a criminal felony related to the Company’s business or a material breach of this Agreement or the Development Agreement. No Exculpated Person shall have any fiduciary or other Loan Document, duty to the Company or in connection herewith or therewithany Member, except for its own willful misconduct as expressly set forth in this Agreement or gross negligenceto the extent otherwise required by law. Without limitation of the generality of the foregoing, each Agent (i) Any Exculpated Party may consult with legal counsel (including counsel for the Borrower), independent public and accountants in respect of Company affairs and other experts selected by it be fully protected and shall not be liable for justified in any action or inaction which is taken or omitted to be taken in good faith by it and in accordance with the advice or opinion of such counselcounsel or accountants and is, accountants or expertsin the good faith belief of such Exculpated Party, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection accordance with this Agreement, (iii) any other applicable agreements and applicable law, provided that such counsel and accountants shall not have any duty to ascertain or to inquire as to been selected with reasonable care. Notwithstanding the performanceforegoing, observance or satisfaction of any of the terms, covenants or conditions provisions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) Section 2.6 shall not be responsible construed so as to relieve (or attempt to relieve) any Lender for Exculpated Party of any liability, to the due executionextent (but only to the extent) that such liability may not be waived, legalitymodified or limited under applicable law, validity, enforceability, genuineness, sufficiency or value but shall be construed so as to effectuate the provisions of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility Section 2.6 to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentfullest extent permitted by law.

Exculpation. Neither of the Agents nor any of their respective directors, officers, employees or agents (a) No Covered Person (as herein defined) shall be liable to any Lender Member or the Company for any act or failure to act on behalf of the Company, unless such act or failure to act resulted from the gross negligence or intentional misconduct of the Covered Person. Each Covered Person may consult with counsel and accountants in respect of Company affairs and shall be fully protected and justified in any action or inaction which is taken in accordance with the advice or omitted to opinion of such counsel or accountants. In addition, the Manager shall not be taken liable for the gross negligence, dishonesty or bad faith of any officer, employee, or other agent selected by it with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 11 shall not be construed so as to relieve (or attempt to relieve) any Covered Person of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 11 to the fullest extent permitted by law. (b) Whenever in this Agreement a Covered Person is permitted or required to make a decision (i) in its "discretion" or under a grant of similar authority or latitude, such person shall be entitled to consider any such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Member, or (ii) in its "good faith" or under another express standard, such Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or any other Loan Documentagreement contemplated herein or other applicable law. (c) To the extent that, at law or in connection herewith or therewithequity, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel a Covered Person has duties (including counsel for fiduciary duties) and liabilities relating thereto to the Borrower)Company or to any Member, independent public accountants and other experts selected by it and any Covered Person acting under this Agreement or otherwise shall not be liable to the Company or to any Member for any action taken or omitted to be taken in its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by it the Members to replace such other duties and in accordance with the advice liabilities of such counselCovered Person. (d) Unless otherwise expressly provided herein, accountants (i) whenever a conflict of interest exists or expertsarises between the Manager or any other Covered Person, on the one hand, and the Company, or a Member on the other hand, or (ii) makes no warranty whenever this Agreement or representation any other agreement contemplated herein or therein provides that the Manager shall act in a manner which is, or provide terms which are, fair and reasonable to the Company, or any Lender Member, the Manager shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager, the resolution, action or terms so made, taken or provided by the Manager shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value constitute a breach of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document agreement contemplated herein or of any document executed duty or delivered pursuant to obligation of the Manager at law or in connection with equity or otherwise. (e) As used herein, "Covered Person" shall mean the Manager, any Loan Documentaffiliate of the Manager, any officers, directors, shareholders, or employees of any affiliate of the Manager, and the Members, officers, and employees of the Company.

Exculpation. (a) Neither of the Agents Administrative Agent, nor any of their respective its directors, officers, employees employees, agents or agents Related Parties thereof, shall be liable to any Lender or L/C Issuer for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for as determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from its or his own willful misconduct or gross negligence. Without limitation of Under no circumstances shall the generality of the foregoing, each Administrative Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not its Related Parties be responsible to for, incur any Lender for any statementsliability with respect to, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance into: (i) any representations or satisfaction of warranties or statements made by any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or Loan Party in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or connection with any Loan Document; (Bii) the financial condition effectiveness, enforceability, validity or due execution of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (Diii) the negotiationcreation, execution, effectivenessperfection or priority of any Liens purported to be created by any of the Collateral Documents or any other Loan Document; (iv) the validity, genuineness, validity, enforceability, admissibility in evidence existence, value or sufficiency of this Agreement of, or taking any action with respect to the care, protection or preservation of, any Collateral; (v) the performance or observance by any Loan Document or Party of any covenants or agreements or other terms or conditions contained in the Loan Documents; (vi) the contents of any certificate, report or document executed or delivered pursuant to or in connection with any Loan Document; (vii) the satisfaction of any conditions (including any conditions set forth in Article V) set forth in the Loan Documents; (viii) the existence of any Default or Event of Default; or (ix) the financial condition of any Loan Party. (b) The Administrative Agent (i) is not required to make any inquiry respecting the performance by any Loan Party of its obligations hereunder or under any other Loan Document (other than to confirm receipt of items expressly required to be delivered to the Administrative Agent), and any such inquiry which may be made by the Administrative Agent shall not obligate it to make any further inquiry or to take any action; (ii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, or be liable for the failure to disclose, any information relating to any Loan Party or any of their Affiliates that is communicated to or obtained by the Administrative Agent or any of its Affiliates; (iii) shall not be deemed to have knowledge of the existence of any Default or Event of Default unless it has received written notice from an Authorized Officer or a Lender that specifically refers to and describes the same; (iv) shall not be subject to any fiduciary or other implied duties, regardless of whether any Default or Event of Default has occurred and is continuing; and (v) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other percentage of the Lenders as shall be expressly provided for herein), provided that the Administrative Agent shall not, in any event, be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. (c) The Administrative Agent shall not in any event be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.1).

Exculpation. Neither No Indemnified Person will be liable, for damages or otherwise, to the Company or to any Member for any loss that arises out of any act performed or omitted to be performed by it, him or her, in its, his or her capacity as such, to the Agents nor maximum extent a Delaware corporation would be permitted to exculpate such Indemnified Person if the Company was a Delaware corporation and such individual was a member of such corporation’s board of directors; provided that notwithstanding anything to the contrary contained in this Section 11.02, a Covered Person shall be liable for any such loss, liability, damage or claim arising out of acts or omissions by such Covered Person that constitute “Cause” (as defined in a written agreement applicable to any such Indemnified Person who is an employee of PubCo, the Company or any of their respective directorsSubsidiaries) or that involve intentional misconduct or a knowing violation of Law. In performing his, officersher or its duties, employees or agents each Indemnified Person shall be liable entitled to any Lender for any action taken or omitted to be taken by it under rely in good faith on the provisions of this Agreement and on information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid) of the following other persons or groups: the Managing Member, officers or employees of PubCo, the Company and their respective Subsidiaries; any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company or such Managing Member or officer; or any other Loan Document, person who has been selected with reasonable care by or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation on behalf of the generality of the foregoing, Company or such Managing Member or officer; in each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted case as to matters which such relying person reasonably believes to be taken in good faith by it and in accordance with within such other person’s competence. For the advice avoidance of such counseldoubt, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iiiSection 11.02(b) shall not have any duty to ascertain exculpate, indemnify, or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect otherwise protect a Member from a breach of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower such Member or any Lender on account other agreement between such Member and the Company, any Affiliates of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement Company, or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentother Member.

Exculpation. Neither of (a) To the Agents nor any of their respective directorsfullest extent permitted by Applicable Law, officers, employees or agents no Indemnitee shall be liable to the Onshore Partnership or any Lender Partner thereof, and each Partner does hereby release such Indemnitee, for any act or omission, including any mistake of fact or error in judgment, taken, suffered or made by such Indemnitee in good faith and in the belief that such act or omission is in or is not contrary to the best interests of the Onshore Partnership, provided that such act or omission does not constitute Disabling Conduct by the Indemnitee. No Partner shall be liable to the Onshore Partnership or any Partner for any action taken by any other Partner. To the extent that, at law or omitted in equity, an Indemnitee has duties and liabilities relating to be taken by it the Onshore Partnership or the Partners, any Indemnitee acting under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable to the Onshore Partnership or any Partner for any action taken or omitted to be taken in its good faith by it and in accordance with reliance on the advice provisions of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) to the maximum extent permitted by Applicable Law. To the fullest extent permitted by law, no Partner, in his, her or its capacity as a Partner, shall not have any duty to ascertain duties or to inquire as liabilities, including fiduciary duties, to the performanceOnshore Partnership, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement other Partner or any other instrument persons bound by this Agreement and all such duties or document furnished pursuant heretoliabilities are hereby irrevocably disclaimed and eliminated. The provisions of this Agreement, (v) shall incur no liability under to the extent that they restrict or eliminate the duties and liabilities of an Indemnitee otherwise existing at law or in respect of this Agreement by action upon any noticeequity, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent are agreed by the proper party or partiesPartners to replace such other duties and liabilities of such Indemnitee, and (vi) shall have no responsibility to the Borrower maximum extent permitted by Applicable Law. Nothing herein shall be deemed or any Lender on account of (A) the failure of construed to effect a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy waiver of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or rights of any document executed or delivered pursuant person under U.S. federal securities laws and state laws to or in connection with any Loan Documentthe extent that by law those rights cannot be waived.

Exculpation. Neither 20.1 None of the Agents Directors or Officers of Holding (including the Brand Manager) will be personally liable for any debt, obligation or liability of Holding, whether that debt, obligation or liability arises in contract, tort or otherwise, solely by reason of being a Director or Officer of Holding or by reason of being the Brand Manager. 20.2 To the fullest extent permitted by applicable law as in effect on the date of the Holding Charter, and to any greater extent that such law may in future from time to time permit, neither the Members of Holding nor any Officer (including the Brand Manager), Director, employee, attorney, agent or Affiliate of their respective directorsHolding, officersnor any employee, employees representative, attorney, agent or agents Affiliate of a Member (collectively, the “Representatives”) shall be liable to Holding or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Representative in good faith on behalf of Holding and in a manner reasonably believed to be within the scope of the authority conferred on such Representative pursuant to this Agreement, the PalmSource License, the Holding Charter or the Brand Manager Charter. Notwithstanding anything herein to the contrary, a Representative shall be liable for any loss, damage or claim arising out of action or inaction resulting from gross negligence, bad faith or willful misconduct of such Representative. 20.3 Absent gross negligence, bad faith or willful misconduct, each Representative shall be fully protected and shall have no liability if such Representative relies in good faith upon any approval or authorization granted by Holding or any other Representative, the provisions of this Agreement, the PalmSource License, the Holding Charter or the Brand Manager Charter, upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Representative reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of Holding. Without limiting the foregoing, provided that the Brand Manager complies with its obligations under the Holding Charter (including Section 6.4 (d) thereof) and the Brand Manager Charter, and with the instructions of the Board, neither the Brand Manager nor Holding shall be liable to any Lender for Person in connection with any instruction(s) of the Class A Member, the Class B Member or the Board, or any action taken or omitted to be taken inaction by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and Brand Manager in accordance with the advice of any such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentinstruction(s).

Exculpation. Neither of (a) Subject to any restrictions imposed by Law, no Indemnitee shall be liable, in damages or otherwise, to the Agents nor Company, any Member or any of their respective directorsAffiliates for any act or omission performed or omitted by any of them (including any act or omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, officersincluding of legal counsel as to matters of Law, employees of accountants as to matters of accounting, or agents of investment bankers or appraisers as to matters of valuation), unless a court of competent jurisdiction has issued a final and non-appealable decision or judgment that such Indemnitee acted in bad faith or was grossly negligent or engaged in willful misconduct or fraud or, in the case of a criminal matter, acted with the knowledge that such Indemnitee’s conduct was criminal. No Member shall be liable to the Company or any Lender Member for any action taken by any other Member. (b) An Indemnitee shall incur no liability in acting in good faith upon any signature or omitted writing believed by such Indemnitee to be taken genuine, may rely on a certificate signed by it under this Agreement an executive officer of any Person in order to ascertain any fact with respect to such Person or any other Loan Documentwithin such Person’s knowledge, and may rely on an opinion of counsel selected by such Indemnitee with respect to legal matters. Each Indemnitee may act directly or in connection herewith through such Indemnitee’s agents or therewith, except for its own willful misconduct or gross negligenceattorneys. Without limitation of the generality of the foregoing, each Agent (i) Each Indemnitee may consult with legal counsel (including counsel for the Borrower)counsel, independent public appraisers, engineers, accountants and other experts skilled Persons selected by it such Indemnitee, and shall not be liable for any action taken anything done, suffered or omitted in good faith in reliance upon the advice of any of such Persons. No Indemnitee shall be liable to be taken the Company or any Member for any error of judgment made in good faith by it and in accordance with the advice a responsible officer or employee of such counselIndemnitee or such Indemnitee’s Affiliate. Except as otherwise provided in this Section 6.6, accountants no Indemnitee shall be liable to the Company or expertsany Member for any mistake of fact or judgment by such Indemnitee in conducting the affairs of the Company or otherwise acting in respect of and within the scope of this Agreement. (c) Except as otherwise provided herein, no Indemnitee shall be liable for the return of the Capital Contributions or Capital Account of any Member, and such return shall be made solely from available assets of the Company, if any, and each Member hereby waives any and all claims that it may have against such Indemnitee in this regard. (iid) makes no warranty The provisions of this Agreement, to the extent that they expressly restrict or representation eliminate the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee. In causing the Company to make a determination or take or decline to take any Lender action, unless another express standard is provided for in this Agreement, an Indemnitee shall act in good faith and shall not be responsible subject to any Lender for any statements, warranties other or representations (whether written or oral) made in or in connection with different standards imposed by this Agreement, any other agreement contemplated hereby or under the Delaware LLC Act or any other Law, or in equity. In order for a determination or other action affecting the Company to be in “good faith” for purposes of this Agreement, an Indemnitee must believe that the determination or other action is in, or not opposed to, the best interests of the Company. (iiie) shall not have Subject to its obligations and duties as set forth in this Article 6, the Board of Directors and any duty to ascertain or to inquire as to the performance, observance or satisfaction of committee thereof may exercise any of the terms, covenants or conditions of powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through the Company’s Officers or agents, and neither the Board of Directors nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such Officer or agent appointed by the Borrower Board of Directors or the existence at any time committee thereof in good faith. (f) Any amendment, modification or repeal of this Section 6.6 or any Default or Prepayment Event or to inspect the property (including the books provision hereof shall be prospective only and records) of the Borrower, (iv) shall not be responsible to in any Lender for way affect the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no limitations on liability under this Section 6.6 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in respect part, prior to such amendment, modification or repeal, regardless of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which when such claims may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentasserted.

Exculpation. Neither of Notwithstanding anything to the Agents nor any of their respective directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under contrary contained in this Agreement or any other Loan Document, no present or future Constituent Member (as hereinafter defined) in any Borrower, nor any present or future shareholder, officer, director, employee, trustee, beneficiary, advisor, member, partner, principal, participant or agent of or in connection herewith any Borrower or therewithof or in any Person that is or becomes a Constituent Member in any Borrower, except for its own willful misconduct shall have any personal or gross negligence. Without limitation of the generality of the foregoingother liability, each Agent (i) may consult with legal counsel (including counsel for the Borrower)directly or indirectly, 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 and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in under or in connection with this Agreementthe Loan Documents, (iiiexcept as may occur by virtue of such Person becoming a successor to any Borrower pursuant to Section 12.06(a) or being a Guarantor. Administrative Agent, Issuing Bank and each Lender each, on behalf of itself and its respective successors and assigns, hereby waives any and all such personal or other liability. The term “Constituent Member,” as used herein, shall not have mean any duty direct partner or member in any Borrower and any Person that, directly or indirectly through one or more other partnerships, limited liability companies, corporations or other entities, is a partner or member in any Borrower. Notwithstanding anything to ascertain the contrary contained in the Loan Documents, neither the negative capital account of any Constituent Member in any Borrower nor any obligation of any Constituent Member in any Borrower to restore a negative capital account or to inquire as contribute or loan capital to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence to any other Constituent Member in any Borrower shall at any time of any Default or Prepayment Event or be deemed to inspect be the property or an asset of Borrower (including the books or any such other Constituent Member) and records) neither any Borrower nor any of the Borrowertheir respective successors or assigns shall have any right to collect, (iv) shall not be responsible enforce or proceed against any Constituent Member with respect to any Lender for the due executionsuch negative capital account or obligation to restore, legalitycontribute or loan. Nothing contained in this Section 12.09 shall apply to, validityor be deemed to be a release or exculpation from liability of, enforceability, genuineness, sufficiency or value of this Agreement any Guarantor or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan DocumentPerson who executes, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or is required by any Loan Document to execute, a Guaranty or of the Environmental Indemnity (provided that nothing herein shall limit the exculpation provisions (including Section 16) contained in any document executed or delivered pursuant to or in connection with any Loan DocumentGuaranty).

Exculpation. Neither None of the Agents nor any of their respective directors, officers, employees or agents Indemnified Parties shall be liable to any Lender Limited Partner or the Partnership for any action taken or omitted to be taken by it under this Agreement or any other Loan Documenthonest mistakes of judgment, or for action or inaction, taken in connection herewith good faith, or therewithfor losses due to such mistakes, except for its own willful misconduct action, or gross inaction involving simple negligence. Without limitation , or to the negligence, dishonesty, or bad faith of any employee, broker, or other agent of the generality of the foregoingPartnership, each Agent (i) provided that such employee, broker, or agent was selected, engaged, or retained with reasonable care. The General Partner and such persons may consult with legal counsel (including counsel for the Borrower), independent public and accountants in respect of Partnership affairs and other experts selected by it be fully protected and shall not be liable for justified in any action or inaction that is taken or omitted to be taken in good faith by it and in accordance with the advice or opinion of such counselcounsel or accountants, accountants or expertsprovided that they shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, (ii) makes no warranty or representation to any Lender the provisions of this paragraph 14.3 and the immediately following paragraph 14.4 shall not be responsible construed so as to relieve (or attempt to relieve) any Lender for person of any statementsliability by reason of willful misconduct, warranties gross negligence or representations conduct that constitutes a violation of this Agreement (whether unless such violation has been cured within sixty (60) days of written notice) or oralto the extent (but only to the extent) made in that such liability may not be waived, modified, or limited under applicable law, but shall be construed so as to effectuate the provisions of such paragraphs to the fullest extent permitted by law. To the extent that, at law or in connection with equity, the General Partner or any of its agents has duties (including fiduciary duties) and liabilities relating to the Partnership, any Partner or any other person, the General Partner or such agent acting under this Agreement shall not be liable to the Partnership, any Partner or any other person for breach of fiduciary duty for its reasonable reliance on the provisions of this Agreement, (iii) shall not have any duty to ascertain or to inquire as and the provisions of this Agreement, to the performance, observance extent that they restrict or satisfaction of any eliminate the duties (including fiduciary duties) and liabilities relating thereto of the terms, covenants General Partner or conditions of this Agreement on the part of the Borrower or the existence such agent otherwise existing at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under law or in respect equity, are agreed by each Partner and the Partnership to replace such other duties and liabilities of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentsuch Indemnified Party.

Exculpation. Neither of the Agents nor any of their respective directors, officers, employees or agents The Facility Agent shall not be liable to any Lender other Finance Party for any action taken or omitted to be taken by it under this Agreement or any other Loan Transaction Document, or in connection herewith or therewith, except for its the Facility Agent’s own willful misconduct gross negligence or gross negligencewilful misconduct. No director, officer, employee or agent of the Facility Agent shall be liable to any Finance Party other than the Facility Agent for any action taken or omitted to be taken by it under this Agreement or any other Transaction Document, or in connection herewith or therewith. Without limitation of the generality of the foregoing, each Agent the Facility Agent: (ia) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, ; (iib) makes no warranty or representation to any Lender other Finance Party and shall not be responsible to any Lender other Finance Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, ; (iiic) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Obligors or the existence at any time of any Default, Event of Default or Mandatory Prepayment Event or to inspect the property (including the books and records) of the Borrower, Obligors; (ivd) shall not be responsible to any Lender other Finance Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, ; (ve) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopierfacsimile or electronic mail) believed by it to be genuine and signed or sent by the proper party or parties, and ; and (vif) shall have no responsibility to the Borrower or any Lender other Finance Party on account of of: (Ai) the failure of a Lender another Finance Party or the Borrower Obligors to perform any of its obligations under this Agreement Agreement, any other Transaction Document or any Loan Document; Hedging Agreement; (Bii) the financial condition of the Borrower; Obligors; (Ciii) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement Agreement, any other Transaction Document or any Loan DocumentHedging Agreement, or in or pursuant to any document delivered pursuant to or in connection with this Agreement Agreement, any other Transaction Document or any Loan DocumentHedging Agreement; or or (Div) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement Agreement, any other Transaction Document or any Loan Document Hedging Agreement or of any document executed or delivered pursuant to or in connection with any Loan DocumentTransaction Document or any Hedging Agreement.

Exculpation. Neither of the Agents nor any of their respective directors(a) Subject to Section 4.05(b), officers, employees or agents no Indemnified Person shall be liable to any Lender Partner or the Partnership for any action taken or omitted to be taken by it under this Agreement or any other Loan DocumentIndemnified Losses arising out of, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant related to or in connection with any Loan Documentact or omission (including any act, omission or alleged act or omission constituting or alleged to constitute negligence) of such Indemnified Person taken, or omitted to be taken, in connection with the Partnership or this Agreement, except for any Indemnified Losses arising out of, related to or in connection with any act or omission that is Judicially Determined to be primarily attributable to the bad faith, gross negligence, willful misconduct or actual fraud of such Indemnified Person. In addition, subject to Section 4.05(b), no Indemnified Person shall be liable to any Partner or the Partnership for any Indemnified Losses arising out of, related to or in connection with any act or omission taken, or omitted to be taken, by any digital asset counterparty or agent of the Partnership if such digital asset counterparty or agent was not selected, engaged or retained by such Indemnified Person directly or on behalf of the Partnership in violation of the standard of care set forth above. Any Indemnified Person may consult with counsel, accountants, investment bankers, financial advisers, appraisers and other specialized, reputable, professional consultants in respect of affairs of the Partnership and be fully protected and justified in any action or inaction that is taken in accordance with the advice or opinion of such Persons; provided, however, that such Persons were selected in accordance with the standard of care set forth above. (b) The provisions of this Section 4.05 shall not be construed so as to provide for the exculpation of any Indemnified Person for any liability (including liability under U.S. federal securities laws, which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 4.05 to the fullest extent permitted by applicable law.

Exculpation. The Agent shall have no duties or ----------- responsibilities except those expressly set forth in this Agreement. Neither of the Agents Agent nor any of their respective its directors, officers, employees employees, or agents (collectively, the "Related Parties") shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement Agreement, the other Loan Documents or any other Loan Documentrelated instrument, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of , nor shall the generality of the foregoingAgent or any Related Parties be responsible for any recitals or representations or warranties herein or therein, each Agent (i) may consult with legal counsel (including counsel or for the Borrower)effectiveness, independent public accountants and other experts selected by it and shall not be liable for any action taken enforceability, validity or omitted to be taken in good faith by it and in accordance with the advice due execution of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement other Loan Documents or any other instrument related instruments, nor shall the Agent or document furnished pursuant hereto, (v) any Related Parties be obligated to make any inquiry respecting the performance by the Borrower of its obligations hereunder or thereunder. The Agent shall incur no liability under or in respect be entitled to rely upon advice of this Agreement by action counsel concerning legal matters and upon any notice, consent, certificate or other instrument certificate, statement or writing (which may be by telecopier) believed by it believes to be genuine and signed to have been presented by a proper Person. The Agent may at any time request instructions from the Lenders with respect to any actions or sent approvals which, by the proper party terms of this Agreement, the Agent is permitted or partiesrequired to take or grant, and (vi) the Agent shall have no responsibility be absolutely entitled to the Borrower refrain from taking any action or to withhold any Lender on account of (A) the failure of a Lender approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or the Borrower to perform withholding any of its obligations approval under this Agreement or any Loan Document; (B) the financial condition of the Borrower; other Loan Documents until it has received instructions from the Required Lenders. No Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the other Loan Documents in accordance with instructions from the (Ci) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan DocumentRequired Lenders, or in or pursuant (ii) all of the Lenders to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentextent required hereunder.

Exculpation. Neither of the Agents Administrative Agent nor any of their respective its directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel nor responsible for any recitals or warranties herein or therein, nor for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validityeffectiveness, enforceability, genuineness, sufficiency validity or value due execution of this Agreement or any other instrument Loan Document, nor for the creation, perfection or document furnished pursuant heretopriority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, nor to make any inquiry respecting the performance by each Borrower of its obligations hereunder or under any other Loan Document. Neither the Administrative Agent nor any of its respective directors, officers, employees or agents shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder (other than a statement, warranty or representation made by the Administrative Agent in writing), (vb) the performance or observance of any of the covenants or agreements of any Person under any Loan Document, including any agreement by any Borrower to furnish information directly to each Lender, (c) the satisfaction of any condition specified in Article V, except receipt of items required to be delivered solely to the Administrative Agent, (d) the existence or possible existence of any Default or Event of Default, or (e) the financial condition of any Borrower or any Subsidiary of any Borrower. Any such inquiry which may be made by the Administrative Agent or any Issuer shall incur no liability under not obligate it to make any further inquiry or in respect to take any action. The Administrative Agent and each Issuer shall be entitled to rely upon advice of this Agreement by action counsel concerning legal matters and upon any notice, consent, certificate or other instrument certificate, statement or writing (which may be by telecopier) believed by it the Administrative Agent or any Issuer, as applicable, believe to be genuine and signed or sent to have been presented by the a proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentPerson.

Exculpation. Neither of the Agents nor any of their respective directors, officers, employees or agents The Facility Agent shall not be liable to any Lender other Finance Party for any action taken or omitted to be taken by it under this Agreement or any other Loan Transaction Document, or in connection herewith or therewith, except for its the Facility Agent’s own willful misconduct gross negligence or gross negligencewilful misconduct. No director, officer, employee or agent of the Facility Agent shall be liable to any Finance Party other than the Facility Agent for any action taken or omitted to be taken by it under this Agreement or any other Transaction Document, or in connection herewith or therewith. Without limitation of the generality of the foregoing, each Agent the Facility Agent: (ia) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, ; (iib) makes no warranty or representation to any Lender other Finance Party and shall not be responsible to any Lender other Finance Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, ; (iiic) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Obligors or the existence at any time of any Default, Event of Default or Mandatory Prepayment Event or to inspect the property (including the books and records) of the Borrower, Obligors; (ivd) shall not be responsible to any Lender other Finance Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, ; (ve) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopierfacsimile or electronic mail) believed by it to be genuine and signed or sent by the proper party or parties, and ; and (vif) shall have no responsibility to the Borrower or any Lender other Finance Party on account of of: (Ai) the failure of a Lender another Finance Party or the Borrower Obligor to perform any of its obligations under this Agreement or any Loan Document; other Transaction Document or of the Funding Entity to perform any of its obligations under the Funding Agreement; (Bii) the financial condition of the Borrower; Obligors; (Ciii) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan other Transaction Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan other Transaction Document; or or (Div) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan other Transaction Document or of any document executed or delivered pursuant to or in connection with any Loan Transaction Document.

Exculpation. Neither the respective Funding Agent of each Funding Group (acting in such capacity under the Agents Transaction Documents) nor any of their respective its directors, officers, agents or employees or agents shall be liable to any Lender in its Funding Group for any action taken or omitted to be taken by it or them under this Agreement or any other Loan Document, or in connection herewith or therewithwith the Transaction Documents, except for its or their own gross negligence or willful misconduct or gross negligencemisconduct. Without limitation of limiting the generality of the foregoing, each Agent such Funding Agent: (ia) may consult with legal counsel (including counsel for the Borrower)counsel, 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 and in accordance with the advice of such counsel, accountants or experts, ; (iib) makes no warranty or representation to any Lender in its Funding Group, and shall not be responsible to any Lender such Lender, for any statements, warranties or representations (whether written made by the Borrower, any Service Provider or oral) made the Administrative Agent, in or in connection with this Agreement, any Transaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Transaction Document on the part of AerCap, the Borrower Borrower, any Service Provider, the Administrative Agent or the existence at any time of any Default or Prepayment Event their respective Affiliates or to inspect the property (including the books and records) of AerCap, the Borrower, a Service Provider, the Administrative Agent or any of their respective Affiliates; (ivd) shall not be responsible to any Lender in its Funding Group for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, any Note, any other Transaction Document or any other instrument or document furnished pursuant hereto, provided for herein or delivered or to be delivered hereunder or in connection herewith; and (ve) shall incur no liability under or in respect of this Agreement any Transaction Document by action acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopiertelex or facsimile transmission) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.

Exculpation. Neither For purposes of this Section 13.2, the Agents nor any of their respective directors, officers, employees or agents terms “Member” and “agent” shall have the meanings assigned to such terms in Section 13.1(a). No agent shall be liable to the LLC or any Lender Member or any other Person who is bound by this Agreement for (a) honest mistakes in judgment, or for action or inaction, taken reasonably and in good faith and for a purpose that was reasonably believed to be in the best interests of the LLC or (b) losses sustained or liabilities incurred as a result of any act or omission of such agent if such agent’s conduct were not undertaken in bad faith, recklessly or with gross negligence or if such agent’s conduct and its acts or omissions did not constitute fraud, intentional wrongdoing or breach of this Agreement (including, in the case of Theravance or the Manager, the failure of Theravance or the Manager to comply with its fiduciary duties under Section 5.2) or any other agreement, including the GSK Agreements. To the fullest extent permitted under the Act, no Member shall be liable to the LLC or any Member or any other Person who is bound by this Agreement for any action taken or omitted to be inaction taken by it under this Agreement such Member or for any other Loan Document, losses sustained or in connection herewith liabilities incurred as a result of any act or therewith, except for its own willful misconduct or gross negligenceomission of such Member. Without limitation of the generality of the foregoing, each Agent (i) Each agent and Member may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it professionals in respect of LLC affairs and shall not be liable for any fully protected and justified in acting, or failing to act, if such action taken or omitted failure to be taken in good faith by it and act is in accordance with the reasonable advice or opinion of such counsel, accountants accountant or expertsother professional and if such counsel, (ii) makes no warranty accountant or representation to any Lender and other professional shall have been selected with reasonable care. Notwithstanding the foregoing, the provisions of this Section 13.2 shall not be responsible to relieve any Lender for any statementsPerson of liability arising by reason of such Person’s acting in bad faith, warranties recklessly or representations (whether written with gross negligence, or oral) made if such Person’s conduct in the performance of its duties hereunder, or in connection with this Agreementits acts or omissions, (iii) shall not have any duty to ascertain constitute fraud, intentional wrongdoing, or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions breach of this Agreement on (including, in the part case of the Borrower Theravance or the existence at any time Manager, the failure of any Default Theravance or Prepayment Event or the Manager to inspect the property (including the books and recordscomply with its fiduciary duties under Section 5.2) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant heretoagreement, (v) including the GSK Agreements. This Agreement shall incur no liability under or in respect be construed to give effect to the provisions of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility Section 13.2 to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentfullest extent permitted by law.

Exculpation. Neither of (a) Except as otherwise provided herein, to the Agents nor maximum extent permitted by the Delaware Act, no Person who is or was a Manager or Officer or any of their such Person’s respective directorsAffiliates, officersheirs, employees successors, assigns, agents or agents representatives shall be liable to the Company or to any Lender Holder for any action taken act or omission performed or omitted to be by such Person in such Person’s capacity as a Manager or Officer or otherwise taken by it under this Agreement or any other Loan Document, or in connection herewith or therewithgood faith; provided that, except for its own willful misconduct or gross negligence. Without as otherwise provided herein, such limitation of liability shall not apply to the generality of the foregoing, each Agent extent it shall have been finally adjudicated that such Person (i) may consult with did not act in good faith and in a manner that such Person reasonably believed to be in the best interest of the Company, (ii) was either grossly negligent or engaged in willful malfeasance, (iii) breached this Agreement in any material respect, or (iv) violated any material law. A Manager or Officer shall be entitled to rely upon the advice of legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected experts, including financial advisors, and any act of or failure to act by such Manager or Officer in good faith reliance on such advice shall in no event subject such Manager or Officer or any of their respective Affiliates, heirs, successors, assigns, agents or representatives to liability to the Company or any Holder. (b) Notwithstanding anything to the contrary contained herein, whenever in this Agreement or any other agreement contemplated herein or otherwise, a Manager is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion” or that it deems “necessary,” “necessary or appropriate,” “necessary or desirable” or “necessary, appropriate or advisable,” or under a grant of similar authority or latitude, such Manager shall, to the fullest extent permitted by applicable law, make such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” or “discretion”), shall be entitled to consider such interests and factors as it desires (including the interests of a Holder with which a Manager may be affiliated), and shall have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting the Company, its Affiliates or the Holders, and shall not be liable for subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby, under the Delaware Act or under any other applicable law or in equity. (c) Whenever in this Agreement a Manager is permitted or required to take any action or to make a decision in its “good faith” or under another express standard, such Manager shall act under such express standard and, to the extent permitted by applicable law, shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein, and, notwithstanding anything contained herein to the contrary, so long as such Manager believes that the action taken or omitted the decision made is in or not opposed to be the best interests of the Company, the resolution, action or terms so made, taken in good faith or provided by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and Manager shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value constitute a breach of this Agreement or any other instrument agreement contemplated herein or document furnished pursuant hereto, (v) shall incur no impose liability under upon such Manager or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement Affiliates, heirs, successors, assigns, agents or representatives. (d) To the maximum extent permitted by applicable law, except as provided and subject to Section 7.7, each Holder hereby waives any claim or cause of action against a Person who is or was a Manager (other than when acting solely in the capacity of an employee of the Company) or any Loan Document; of such Person’s Affiliates, heirs, successors, assigns, agents and representatives for any breach of any fiduciary duty to the Company or its Holders by such Person, including as may result from a conflict of interest between the Company or any of its Affiliates and such Person, and any liability for breach of fiduciary duties as a Manager (B) other than when acting solely in the financial condition capacity of an employee of the Borrower; (CCompany) is hereby eliminated to the completeness or accuracy of any statements, representations or warranties made in or pursuant fullest extent permitted by applicable law. Subject to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection compliance with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency express terms of this Agreement Agreement, a Person who is or was a Manager (other than when acting solely in the capacity of an employee of the Company) shall not be obligated to recommend or take any Loan Document action as a Manager that prefers the interests of the Company or the other Holders over the interests of any document executed such Person (or delivered pursuant to the interest of a Holder with which such Person is affiliated) or in connection with any Loan Documentits Affiliates, heirs, successors, assigns, agents or representatives.

Exculpation. Neither of the Agents nor any of their respective directors, officers, employees or agents (a) No Officer shall be liable to any Lender other Officer, current or former Manager, the Company, any Specified Person or any Unitholder for any action taken loss suffered by the Company or omitted to be taken any Unitholder unless such loss is caused by it under such Person's fraud, breach of any duty (including any fiduciary duty), gross negligence, willful misconduct or intentional and material breach of this Agreement or breach of any other Loan Document, or agreement executed in connection herewith herewith, or, in the case of a criminal matter, such Person having acted or therewithfailed to act with knowledge that such conduct was unlawful, except in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for its own appeal therefrom has expired and no appeal has been perfected). No Officer shall be liable for errors in judgment or for any acts or omissions that do not constitute fraud, gross negligence, willful misconduct or gross negligence. Without limitation intentional and material breach of this Agreement or breach of any other agreement, or, in the generality case of a criminal matter, such Person having acted or failed to act with knowledge that such conduct was unlawful. (b) No Specified Person or current or former Manager shall be liable to any Officer, current or former Manager, the foregoingCompany, each Agent any other Specified Person or any Unitholder for any loss suffered by the Company, any other Manager, or any Unitholder unless such loss is caused by (i) such Person's fraud, willful misconduct, intentional and material breach of this Agreement or breach of any other agreement executed in connection herewith, or (ii) in the case of a criminal matter, such Person having acted or failed to act with knowledge that such conduct was unlawful, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). No Specified Person or current or former Manager shall be liable for such Person's gross negligence, willful misconduct or any errors in judgment or for any acts or omissions that do not constitute fraud, an intentional and material breach of this Agreement or breach of any other agreement executed in connection herewith, or, in the case of a criminal matter, such Person having acted or failed to act with knowledge that such conduct was unlawful. (c) Any Officer or Manager may consult with legal counsel (including and accountants in respect of Company affairs, and provided such Person acts in good faith reliance upon the advice or opinion of such counsel for the Borrower)or accountants, independent public accountants and other experts selected by it and such Person shall not be liable for any action taken loss suffered by any Officer, current or omitted to be taken in good faith by it and in accordance with former Manager, the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Company or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or Unitholder in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentreliance thereon.

Exculpation. Neither No Member shall be subject in such capacity to any personal liability whatsoever to any Person in connection with the Assets or the acts, obligations or affairs of the Agents nor any Company. Members shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the general corporation law of the State of Delaware. Except as otherwise required by law, the Directors, the Investment Manager, the Co-Manager, and their respective directorsAffiliated Persons, officersor any officer, employees director, member, manager, employee, stockholder, assign, representative or agents agent (including the Placement Agents) of any such Person (each an "Indemnified Person", and collectively, the "Indemnified Persons") shall not be liable, responsible or accountable in damages or otherwise to the Company, any Member or any other Person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys' fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person's capacity as a Member, if applicable) in connection with the establishment, management or operations of the Company or the management of the Assets (including in connection with serving on any creditors' committee or board of directors for any Portfolio Company ), except that an Indemnified Person shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement the Company or any other Loan DocumentMember, as the case may be, if such act or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation failure to act arises out of the generality bad faith, willful misfeasance, gross negligence or reckless disregard of such Person's duty to the Company or such Member, as the case may be (such conduct, "Disabling Conduct"). Subject to the foregoing, each Agent all such Persons shall look solely to the Assets (iincluding, without limitation, the Unfunded Commitments) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for satisfaction of claims of any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or nature arising in connection with this Agreementthe affairs of the Company. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, (iii) shall not have any duty to ascertain or to inquire as subject to the performanceforegoing exception, observance or satisfaction of any of the termssuch Indemnified Person shall not, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borroweraccount thereof, (iv) shall not be responsible held to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentpersonal liability.

Exculpation. Neither of the Agents nor any of The Escrow Agent and its designees, and their respective directors, officers, employees partners, employees, attorneys and agents, shall not incur any liability (other than for a person's own acts or agents shall be liable omissions breaching a duty owed to any Lender the claimant and amounting to gross negligence or willful misconduct) whatsoever for any action taken the investment or omitted to be taken by it under this Agreement disposition of funds, the holding or delivery of documents or the taking of any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice terms and provisions of such counselthis agreement, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statementsmistake or error in judgment, warranties for compliance with any applicable law or representations any attachment, order or other directive of any court or other authority (whether written irrespective of any conflicting term or oral) made in provision of this agreement), or for any act or omission of any other person engaged by the Escrow Agent in connection with this Agreementagreement; and each of Xxxx, (iii) Arbor and Star hereby waives any and all claims and actions whatsoever against the Escrow Agent and its designees, and their respective directors, officers, partners, employees, attorneys and agents, arising out of or related directly or indirectly to any and all of the foregoing acts, omissions and circumstances. Furthermore, the Escrow Agent and its designees, and their respective directors, officers, partners, employees, attorneys and agents, shall not have incur any liability (other than for a person's own acts or omissions breaching a duty to ascertain or to inquire as owed to the performanceclaimant and amounting to gross negligence or willful misconduct) for other acts and omissions arising out of or related directly or indirectly to this agreement or the escrowed funds or documents; and each of Xxxx, observance Arbor and Star hereby expressly waives any and all claims and actions (other than those attributable to a person's own acts or satisfaction omissions breaching a duty owed to the claimant and amounting to gross negligence or willful misconduct) against the Escrow Agent and its designees, and their respective directors, officers, partners, employees, attorneys and agents, arising out of or related directly or indirectly to any and all of the termsforegoing acts, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books omissions and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentcircumstances.

Exculpation. Neither The Investor acknowledges and agrees that none of (i) any other investor pursuant to any other subscription agreement related to the private placement of the Agents nor Shares (including the investor’s respective affiliates or any of their respective directorscontrol persons, officers, directors or employees) or (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, or employees shall have any liability to the Investor pursuant to, arising out of or agents shall be liable relating to this Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any Lender for any action heretofore or hereafter taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or them in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any purchase of the termsShares or with respect to any claim (whether in tort, covenants contract or conditions otherwise) for breach of this Subscription Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate written or other instrument oral representations made or writing (which may be by telecopier) believed by it alleged to be genuine and signed made in connection herewith, as expressly provided herein, or sent for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by Sandbridge, the proper party or partiesCompany, and (vi) shall have no responsibility to the Borrower Placement Agents or any Lender on account Non-Party Affiliate concerning Sandbridge, the Company, the Placement Agents, any of (A) the failure of a Lender their controlled affiliates, this Subscription Agreement or the Borrower to perform transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of Sandbridge, the Company, any Placement Agent or any of its obligations under this Agreement Sandbridge’s, the Company’s or any Loan Document; (B) the financial condition Placement Agent’s controlled affiliates or any family member of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentforegoing.

Exculpation. Neither of the Agents Administrative Agent (acting in such capacity under the Transaction Documents) nor any of their respective its directors, officers, agents or employees or agents shall be liable to any Lender or any Conduit Lender for any action taken or omitted to be taken by it or them under this Agreement or any other Loan Document, or in connection herewith or therewithwith the Transaction Documents, except for its or their own gross negligence or willful misconduct or gross negligencemisconduct. Without limitation of limiting the generality of the foregoing, each Agent the Administrative Agent: (ia) may consult with legal counsel (including counsel for the BorrowerBorrower and the Service Providers), 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 and in accordance with the advice of such counsel, accountants or experts, ; (iib) makes no warranty or representation to any Lender or any Conduit Lender, and shall not be responsible to any Lender or any Conduit Lender, for any statements, warranties or representations (whether written made by the Borrower or oral) made Service Providers, in or in connection with this Agreement, any Transaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Transaction Document on the part of AerCap, the Borrower Borrower, any Service Provider or the existence at any time of any Default or Prepayment Event their respective Affiliates or to inspect the property (including the books and records) of AerCap, the Borrower, any Service Provider or any of their respective Affiliates; (ivd) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, any Note, any other Transaction Document or any other instrument or document furnished pursuant hereto, provided for herein or delivered or to be delivered hereunder or in connection herewith; and (ve) shall incur no liability under or in respect of this Agreement any Transaction Document by action acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopiertelex or facsimile transmission) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.

Exculpation. Neither of the Agents Administrative Agent nor any of their respective its directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each the Administrative Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any (NY) 18002/039/SOLSTICE4/solstice.4.loan.agt.doc notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower Borrower, the Guarantor or any Lender on account of (A) the failure of a Lender Lender, the Borrower or the Borrower Guarantor to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the BorrowerBorrower or the Guarantor; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.

Exculpation. Neither of No Partner (other than the Agents nor any of their respective directors, officers, employees or agents General Partner) shall be liable subject in such capacity to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation personal liability whatsoever to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or Person in connection with this Agreementthe Assets or the acts, obligations or affairs of the Partnership. Partners (iiiother than the General Partner) shall not have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the general corporation law of the State of Delaware. Except as otherwise required by law, the General Partner, the Directors, PennyMac Servicing, the Investment Manager, and their respective Affiliated Persons or any duty to ascertain officers, directors, members, managers, partners, shareholders, employees, consultants or to inquire as to the performance, observance or satisfaction agents of any of such Person (each an “Indemnified Person”, and collectively, the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv“Indemnified Persons”) shall not be liable, responsible or accountable in damages or otherwise to the Partnership, any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Partner or any other instrument or document furnished pursuant heretoPerson for any loss, (v) shall incur no liability under or in respect of this Agreement by action upon any noticeliability, consentdamage, certificate settlement cost, or other instrument expense (including reasonable attorneys’ fees) incurred by reason of any act or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower omission or any Lender on account of alleged act or omission performed or omitted by such Indemnified Person (Aother than solely in such Indemnified Person’s capacity as a Partner, if applicable) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement the establishment, management or operations of the Partnership or the management of the Assets, except that the foregoing exculpation shall not protect any Loan Document; Person to the extent that such act or failure to act arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of such Person’s duty to the Partnership or such Partner, as the case may be (D) such conduct, “Disabling Conduct”). Subject to the negotiationforegoing and to the general liability of the General Partner for liabilities of the Partnership, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency all such Persons shall look solely to the Assets for satisfaction of this Agreement or any Loan Document or claims of any document executed or delivered pursuant to or nature arising in connection with the affairs of the Partnership. If any Loan DocumentIndemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.

Exculpation. Neither (a) Subject to applicable law (including, without limitation, ERISA, if applicable), none of the Agents nor General Partner, any Investor Committee member, the Management Company, their respective Affiliates, and any of their respective shareholders, members, partners, directors, officersofficers and employees (each, employees or agents an "Indemnified Party" and collectively, the "Indemnified Parties") shall be liable to any Lender Partner or the Partnership for (i) any action taken acts or omitted omissions arising out of, related to or in connection with the Partnership or any entity in which it has an interest, any transaction or activity relating to the Partnership or any entity in which it has an interest, any investment or proposed investment made or held, or to be taken made or held by it under the Partnership, or this Agreement or any other Loan Documentsimilar matter, unless such action or inaction was made in connection herewith bad faith or therewithconstitutes fraud, except for its own willful misconduct misconduct, gross negligence or a breach of fiduciary responsibilities under ERISA, if applicable; or (ii) any acts or omissions of any broker or agent of any Indemnified Party, provided that the selection, engagement or retention of such broker or agent was not made by the Indemnified Party seeking exculpation in bad faith and does not constitute fraud, willful misconduct, gross negligencenegligence or a breach of fiduciary responsibilities under ERISA, if applicable, by Indemnified Party seeking exculpation. Without limitation Each of the generality of the foregoing, each Agent (i) Indemnified Parties may consult with legal counsel (including counsel for and accountants in respect of the Borrower), independent public accountants Partnership's affairs and other experts selected by it be fully protected and shall not be liable for justified in any action or inaction that is taken or omitted to be taken in good faith by it and in accordance with the advice or opinion of such counselcounsel or accountants, provided that their selection of such counsel or accountants was not made by the Indemnified Party seeking exculpation in bad faith and does not constitute fraud, willful misconduct, gross negligence or expertsa breach of fiduciary responsibilities under ERISA, if applicable, by the Indemnified Party seeking exculpation. (iib) makes no warranty or representation Notwithstanding any of the foregoing to any Lender and the contrary, the provisions of this Section 2.05 shall not be responsible construed so as to any Lender provide for the exculpation of an Indemnified Party for any statementsliability (including, warranties without limitation, liability under Federal securities laws and ERISA, if applicable, which, under certain circumstances, impose liability even on persons acting in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or representations (whether written or oral) made in or in connection with this Agreementlimited under applicable law, (iii) but shall not have any duty to ascertain or to inquire be construed so as to effectuate the performance, observance or satisfaction of any of the terms, covenants or conditions provisions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility Section 2.05 to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentfullest extent permitted by law.

Exculpation. Neither None of the Agents nor Administrative Agent or any Issuer or any of their respective Affiliates or any of their respective directors, officers, employees or agents (each, an “Agent Indemnified Party”) shall be liable to any Lender Secured Party for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation negligence (as determined by a court of the generality of the foregoingcompetent jurisdiction in a final and non-appealable judgment), each Agent (i) may consult with legal counsel (including counsel nor responsible for any recitals or warranties herein or therein, nor for the Borrower)effectiveness, independent public accountants and other experts selected by it and shall not be liable enforceability, validity or due execution of any Loan Document, nor for the creation, perfection or priority of any action taken or omitted Liens purported to be taken in good faith created by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the termsLoan Documents, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrowervalidity, (iv) shall not be responsible to any Lender for the due execution, legality, validitygenuineness, enforceability, genuinenessexistence, value or sufficiency or value of this Agreement any collateral security, nor to make any inquiry respecting the performance by any Obligor of its Obligations. Any such inquiry that may be made by the Administrative Agent or any other instrument Issuer shall not obligate any of them to make any further inquiry or document furnished pursuant hereto, (v) to take any action. The Administrative Agent and any Issuer shall incur no liability under or in respect be entitled to rely upon advice of this Agreement by action counsel concerning legal matters and upon any notice, consent, certificate or other instrument certificate, statement or writing (which may be by telecopier) believed by that it believes to be genuine and signed or sent to have been presented by the a proper party or partiesPerson. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, and AND SPECIFICALLY WITH REFERENCE TO THE PROVISIONS OF SECTIONS 9.1, 9.3, 9.5 AND 9.10, IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ADMINISTRATIVE AGENT AND EACH ISSUER INDEMNIFIED PARTY BE REIMBURSED OR INDEMNIFIED IN THE CASE OF, AND NOT BE LIABLE FOR, ITS OWN NEGLIGENCE (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statementsOTHER THAN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), representations or warranties made in or pursuant to this Agreement or any Loan DocumentREGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiationACTIVE OR PASSIVE, executionIMPUTED, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentJOINT OR TECHNICAL.

Exculpation. Neither of the Agents nor any of their respective directors, officers, employees or agents (a) No Indemnified Person shall be liable to any Lender for any action taken or omitted to be taken by it such Indemnified Person under this Agreement or any other Loan Document or in connection herewith or therewith (except for such Indemnified Person's own willful misconduct or gross negligence), nor responsible for any recitals, statements, representations or warranties herein or therein, nor for the effectiveness, genuineness, enforceability, validity, or due execution of this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel nor for the Borrower)creation, independent public accountants and other experts selected by it and shall not be liable for perfection, or priority of any action taken or omitted Liens purported to be taken in good faith created by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the termsLoan Documents, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrowervalidity, (iv) shall not be responsible to any Lender for the due execution, legality, validitygenuineness, enforceability, genuinenessexistence, condition, value, or sufficiency of any collateral security, nor to make any inquiry respecting the performance by any Obligor of its obligations hereunder or value of this Agreement or under any other instrument or document furnished pursuant hereto, (v) Loan Document. Each Indemnified Person shall incur no liability under or in respect be entitled to rely upon advice of this Agreement by action counsel concerning legal matters and upon any notice, consent, certificate or other instrument certificate, statement, or writing (which may be by telecopier) believed by it such Indemnified Person believes to be genuine and signed or sent to have been presented by the a proper party or partiesPerson, and shall not be liable to any Lender or any Obligor for the consequences of such reliance. (vib) The Agent shall be deemed not to have knowledge of the occurrence of a Default or an Event of Default (other than, in the case of the Agent, an Event of Default arising under Section 10.1.1), or any breach of any of the Loan Documents unless, in each case, it shall have no responsibility to the Borrower or any Lender on account of (A) the failure of received written notice thereof from a Lender or from the Borrower to perform Company. No Indemnified Person shall be responsible or liable for any shortage, discrepancy, damage, loss, or destruction of any part of the Collateral, wherever the same may be located and regardless of the cause thereof, unless the same shall happen through its own gross negligence or willful misconduct. No Indemnified Person shall, under any circumstances or any event whatsoever, have any liability for any error or omission or delivery of any kind made in the settlement, collection, or payment of any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document Collateral or of any document executed instrument received in payment therefor or delivered pursuant to for any damage resulting therefrom other than as a result of its own gross negligence or in connection with any Loan Documentwillful misconduct.

Exculpation. Neither of the Agents nor any of their respective directors, officers, employees or agents shall (i) No Indemnified Person will be liable to the Company or to any Lender Member for any action taken loss, Claim, damage or liability that arises out of any act performed or omitted to be taken performed by it under this Agreement reason of his, her or any other Loan Document, its capacity or in connection herewith service as such except to the extent that such act or therewith, except for its own willful misconduct or gross negligence. Without limitation omission (A) constitutes a breach of the generality implied contractual covenant of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or expertsfair dealing, (iiB) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value constitutes a material breach of this Agreement or any other instrument or document furnished pursuant heretoTransaction Document, (vC), in the case of any Indemnified Person who is an officer or employee of PubCo, the Company or their respective Subsidiaries, constitutes Cause or that involve intentional misconduct or a violation of Law or (D), in the case of the Managing Member and its directors and officers, constitute a breach of the fiduciary duties provided for in Section 7.04; provided, however, that if such Indemnified Person is an officer or employee of PubCo, the Company or any of their respective Subsidiaries (acting in such Indemnified Person’s capacity as such), exculpation under this Section 11.02(b) shall incur no liability under be available only if (i) such Indemnified Person believed, in good faith, that such action was in, or not opposed to, the best interests of PubCo, the Company and their respective Subsidiaries or (ii) in respect the case of inaction by such Indemnified Person, such Indemnified Person did not intend such Indemnified Person’s inaction to be harmful or opposed to the best interests of PubCo, the Company or their respective Subsidiaries. (ii) In performing his, her or its duties, each Indemnified Person shall be entitled to rely in good faith on the provisions of this Agreement by action upon and on information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of PubCo and the Company or any noticefacts pertinent to the existence and amount of assets from which distributions to Members might properly be paid) of the following other persons or groups: the Managing Member; directors, consentmanagers, certificate officers or employees of PubCo, the Company and their respective Subsidiaries; any attorney, financial advisor, independent accountant, appraiser or other instrument expert or writing (professional employed or engaged by or on behalf of PubCo, the Company or such Managing Member or officer; or any other person who has been selected with reasonable care by or on behalf of PubCo, the Company or such Managing Member, director, manager, officer or employee; in each case as to matters which may be by telecopier) believed by it such relying person reasonably believes to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentwithin such other person’s competence.

Exculpation. Neither of the Collateral Agents nor any of their respective directorsemployees, officers, employees agents or agents attorneys shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or hereunder in connection with this Agreement, (iii) the Security Agreements, the Notes or the Warrants unless caused by his, her, its or their willful misconduct. Each Collateral Agent shall not have any duty be entitled to ascertain rely upon advice of counsel with respect to legal matters, the advice of independent public accountants with respect to accounting matters and the advice of other experts with respect to matters which the Collateral Agent reasonably believes to be within such person’s professional or expert competence, and upon schedules, certificates, statements, reports, notices or other writings which the Collateral Agent reasonably believes to be genuine or to inquire as to have been properly presented. Neither of the performance, observance or satisfaction of Collateral Agents nor any of the terms, covenants Collateral Agents’ employees or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property agents shall (including the books and recordsa) of the Borrower, (iv) shall not be responsible to for any Lender recitals, representations or warranties contained in, or for the due execution, legality, validity, genuineness, effectiveness or enforceability, genuineness, sufficiency or value of this Agreement Agreement, the Security Agreements, or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement the Loans; (b) be responsible for the validity, genuineness, effectiveness, existence or value of any Loan DocumentCollateral; (c) be under any duty to inquire into or pass upon any of the foregoing matters, or to make any inquiry concerning the performance by Datakey of its obligations; or (Dd) in any event, be liable for any action taken or omitted by him or them in his or their role as Collateral Agents. The agency hereby created shall in no way impair or alter any of the negotiationrights and powers of, executionor impose any duties or obligations upon, effectivenessthe Collateral Agents in their individual capacity as Lenders. Each Collateral Agent shall have the same rights and powers hereunder as any other Lender in his individual capacity as Lender, genuineness, validity, enforceability, admissibility in evidence and may exercise or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentrefrain from exercising the same as though he were not a Collateral Agent.

Exculpation. Neither (a) Subject to applicable law, no Covered Person shall be liable to the Partnership, any Partner, or any of their respective Affiliates for any loss suffered by the Partnership, any Partner, or any of their respective Affiliates which arises out of any action or omission of such Covered Person (including in relation to any transaction, any investment or any business decision or action, including for breach of fiduciary duties), including any decision taken or omitted by such Covered Person, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of such act or omission, such Covered Person engaged in a violation of the Agents implied contractual covenant of good faith and fair dealing or engaged in fraud or willful misconduct. The Partners hereby agree that any claims, actions, rights to xxx, other remedies, and other recourse to or against a Covered Person for or in connection with losses or liabilities for which liability is disclaimed in the preceding sentence, are in each case expressly released and waived by the Partnership and the Partners, to the fullest extent permitted by applicable law. In no event shall the provisions of this Section 9.1(a) relieve the any Partner, any Affiliate of any Partner, or any director, officer, manager, employee, agent, or other representative of any of the foregoing from liability pursuant to the provisions of any contract or transaction that may be entered into from time to time between such Person and the Partnership or any of Affiliate of the Partnership. (b) No Covered Person shall be liable for the negligence, whether of omission or commission, dishonesty, or bad faith of any employee, broker or other agent of the General Partner or the Partnership selected by any Covered Person. (c) The Liquidator shall not be liable to the Partnership or any Partner for any loss suffered by the Partnership or any Partner that arises out of any action or omission of such Person, provided that such Person determined, in good faith, that such course of conduct was in, or was not opposed to, the best interest of the Partnership and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such Person’s conduct was unlawful; provided, however, that this Section 9.1(c) shall not affect the General Partner’s right to exculpation pursuant to Section 9.1(a). (d) No Covered Person shall be liable to the Partnership or any Partner with respect to any action or omission taken or suffered by any of them in good faith if such action or omission is taken or suffered in reliance upon and in accordance with the opinion or advice as to matters of law of legal counsel, or as to matters of accounting of accountants, or as to matters of valuation of investment bankers or appraisers. (e) No Partner, nor any director, officer, or manager of any Partner (including with respect to the General Partner, any member of the board of directors of the General Partner or any AC Member), acting in its capacity as such, shall have any fiduciary or other duty to the Partnership or the Partners, other than, to the extent required by applicable law, the implied contractual covenant of good faith and fair dealing. Without limiting the foregoing, to the extent that, at law or in equity, any Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any Partner, such Covered Person acting under this Agreement shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of any Covered Person otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of such Covered Person, to the maximum extent permitted by applicable law. Notwithstanding anything to the contrary in this Agreement, the Partners shall have no duty (fiduciary or otherwise) to the Partnership or the other Partners to the fullest extent that the Act permits the limitation or elimination of such duties; provided that the Partners shall have an implied contractual covenant of good faith and fair dealing with respect to the Partnership and each other Partner, and such implied covenant shall be deemed to have the same meaning as it has for purposes of Section 17-1101 of the Act. (f) Each Partner acknowledges and agrees that none of the General Partner, any of its Affiliates, or any of its or their respective directors, officers, employees managers, employees, representatives, or agents shall be liable to guarantees or has guaranteed, in any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Documentrespect, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation the performance of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken Partnership or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its Affiliates. (g) This Section 9.1 constitutes a modification and disclaimer of duties and obligations under (express, implied, fiduciary or otherwise) with respect to the matters described in this Agreement or any Loan Document; (B) the financial condition Section 9.1, pursuant to Section 17‑1101 of the Borrower; (C) Act. Each Partner acknowledges and agrees that the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency provisions of this Agreement or any Loan Document or Section 9.1 are “express” and “conspicuous” for all purposes of any document executed or delivered pursuant to or in connection with any Loan Documentapplicable law.

Exculpation. Neither of the Agents Administrative Agent nor any of their respective its directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each the Administrative Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower Borrower, the Guarantor or any Lender on account of (A) the failure of a Lender Lender, the Borrower or the Borrower Guarantor to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the BorrowerBorrower or the Guarantor; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to (NY) 18002/039/XXXX.000.XXXX/hull.677.loan.agt.doc this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.

Exculpation. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. Neither of the Agents Agent nor any of their respective its directors, officers, employees employees, or agents (collectively, the “Related Parties”) shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement Agreement, the Collateral Documents or any other Loan Documentrelated instrument, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of , nor shall the generality of the foregoingAgent be responsible for any recitals or representations or warranties herein or therein, each Agent (i) may consult with legal counsel (including counsel or for the Borrower)effectiveness, independent public accountants and other experts selected by it and shall not be liable for any action taken enforceability, validity, or omitted to be taken in good faith by it and in accordance with the advice due execution of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Collateral Documents or any other instrument related instruments, nor shall the Agent be obligated to make any inquiry respecting the performance by Laitram and/or the Guarantors, or document furnished pursuant heretoany of them, (v) of their obligations hereunder or thereunder. The Agent shall incur no liability under or in respect be entitled to rely upon advice of this Agreement by action counsel concerning legal matters and upon any notice, consent, certificate or other instrument certificate, statement or writing (which may be by telecopier) believed by it believes to be genuine and signed to have been presented by a proper person. The Agent may at any time request instructions from the Lenders with respect to any actions or sent approvals which, by the proper party terms of this Agreement, the Agent is permitted or partiesrequired to take or grant, and (vi) the Agent shall have no responsibility be absolutely entitled to the Borrower refrain from taking any action or to withhold any Lender on account of (A) the failure of a Lender approval and shall not be under any liability whatsoever to any person for refraining from taking any action or the Borrower to perform withholding any of its obligations approval under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) other Collateral Documents until it has received instructions from all of the completeness Lenders. No Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or accuracy refraining from acting hereunder or under any of any statements, representations or warranties made the other Collateral Documents in or pursuant accordance with instructions from all of the Lenders to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentextent required hereunder.

Exculpation. Neither Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur liability for, and each Exculpated Party is hereby released and exculpated from, any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, Filing, or termination of the Agents nor Restructuring Support Agreement and related prepetition transactions, the Disclosure Statement, the Plan, the Definitive Documentation, or any Restructuring Transaction, contract, instrument, release or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Exculpated Party on the Plan or the Confirmation Order in lieu of their respective directorssuch legal opinion) created or entered into in connection with the Disclosure Statement, officersthe Plan, employees the Restructuring Support Agreement, the Definitive Documentation, or agents shall be liable the DIP Facility, the Filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of Securities pursuant to any Lender for any action taken the Plan, or omitted to be taken by it the distribution of property under this Agreement the Plan, the Definitive Documentation, or any other Loan Document, or in connection herewith or therewithrelated agreement, except for its own claims related to any act or omission that is determined in a final order to have constituted actual fraud, willful misconduct misconduct, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Without limitation The Exculpated Parties (to the extent applicable) have, and upon completion of the generality of the foregoingPlan shall be deemed to have, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken participated in good faith by it and in accordance compliance with the advice applicable laws with regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, therefore, are not, and on account of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and distributions shall not be responsible to any Lender for any statementsbe, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence liable at any time for the violation of any Default applicable law, rule, or Prepayment Event regulation governing the solicitation of acceptances or to inspect the property (including the books and records) rejections of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency Plan or value of this Agreement or any other instrument or document furnished such distributions made pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentPlan.

Exculpation. Neither of the Agents No Servicing Bank nor any of their respective its shareholders, directors, officers, employees or agents shall be liable to the Banks, or any Lender of them individually, for any obligation, undertaking, act or judgment of the Company or any other Person, or for any error of judgment or any action taken or omitted to be taken by it under this Agreement such Servicing Banks or any other Loan DocumentServicing Bank (except and to the extent that the same arises from gross negligence or willful misconduct on the part of such Servicing Bank), or in connection herewith be bound to ascertain or therewith, except for its own willful misconduct inquire as to the performance or gross negligenceobservance of any term of any of the Loan Documents. Without limitation of limiting the generality of the foregoing, each Agent the Servicing Banks: (ia) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it the Servicing Banks and shall not be liable for any action taken or omitted to be taken in good faith by it and the Servicing Banks in accordance with the advice of such counsel, accountants or experts, ; (iib) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranty or representations (whether written or oral) representation made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the termsLoan Documents, covenants or conditions of this Agreement on for the part financial condition of the Borrower Company or any other Person, or for the existence at any time observance or performance of any Default or Prepayment Event or to inspect the property (including the books and records) obligations of the BorrowerCompany or any other Person, or for the truth or accuracy of any document provided to the Banks that the Servicing Banks have initially received from, or that the Servicing Banks have prepared based upon information received from, the Company or any other Person; (ivc) make no warranty or representation and shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value collectibility of this Agreement or any other instrument or document furnished pursuant hereto, of the Loan Documents; (vd) shall incur no liability under or in respect of this Agreement any such agreement or document by action acting upon any noticenotice (by telephone or otherwise), consent, certificate or other instrument or writing (which may be by telecopierincluding telex and telegraphic communication) believed by it the Servicing Banks in good faith to be genuine and to be signed or sent by the proper party or parties, Person; and (vie) shall have make no responsibility to warranty or guarantee as to: (i) future payments by the Borrower Company or any Lender on account other obligor or guarantor of the Loans, (Aii) the failure Company’s future compliance with or performance of a Lender or the Borrower to perform any of its obligations under this Agreement the terms and conditions contained in the Loan Documents, or any Loan Document; (Biii) the financial condition collectibility of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.Loans. CHICAGO MERCANTILE EXCHANGE INC. 2004 CREDIT AGREEMENT

Exculpation. Neither of the Agents Administrative Agent nor any of their respective its directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each the Administrative Agent (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts a Lender Assignment Agreement entered into by the Lender that is the payee of such Note, as assignor, and an Assignee Lender as provided in Section 11.11.1; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, ; (iiiii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, ; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, ; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant NYDOCS03/851836.9B 48 hereto, ; and (vvi) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.

Exculpation. Neither No Partner (other than the General Partner) shall be subject in such capacity to any personal liability whatsoever to any Person in connection with the Assets or the acts, obligations or affairs of the Agents nor any Company. Partners (other than the General Partner) shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the general corporation law of the State of Delaware. Except as otherwise required by law, the General Partner, the Directors, the Investment Manager, the Co-Manager, and their respective Affiliated Persons, and any officers, directors, officersPartners, employees managers, employees, stockholders, assigns, representatives and agents (including the Placement Agents) of any such Person (each an "Indemnified Person", and collectively, the "Indemnified Persons") shall not be liable, responsible or agents accountable in damages or otherwise to the Company, any Partner or any other Person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys' fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person's capacity as a Partner, if applicable) in connection with the establishment, management or operations of the Company or the management of the Assets (including in connection with serving on any creditors' committee or board of directors for any Portfolio Company ), except that an Indemnified Person shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement the Company or any other Loan DocumentPartner, as the case may be, if such act or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation failure to act arises out of the generality bad faith, willful misfeasance, gross negligence or reckless disregard of such Person's duty to the Company or such Partner, as the case may be (such conduct, "Disabling Conduct"). Subject to the foregoing and to the general liability of the foregoing, each Agent (i) may consult with legal counsel (including counsel General Partner for the Borrower)liabilities of the Company, independent public accountants and other experts selected by it and all such Persons shall not be liable look solely to the Assets for satisfaction of claims of any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or nature arising in connection with this Agreementthe affairs of the Company. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, (iii) shall not have any duty to ascertain or to inquire as subject to the performanceforegoing exception, observance or satisfaction of any of the termssuch Indemnified Person shall not, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borroweraccount thereof, (iv) shall not be responsible held to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentpersonal liability.

Exculpation. Neither Without limiting the generality of the Agents nor any other applicable provisions in this Agreement, the fiduciary duties of their respective the members of the Executive Committee and officers of the Company to the Company and its Members shall be the same as the fiduciary duties owed by the board of directors, officersand officers of a Delaware corporation to the corporation and its stockholders; provided, employees however, that, to the maximum extent permitted under the law applicable to Delaware corporations (including, without limitation, under Section 102(b)(7) of the Delaware General Corporation Law), no member of the Executive Committee or agents officer of the Company shall be liable to any Lender the Company or its Members for monetary damages or otherwise for any action taken acts performed or omitted for any failure to be taken act, as a member of the Executive Committee or officer. However, this provision shall not eliminate or limit the liability of a member of the Executive Committee or officer for (x) acts or omissions which involve gross negligence, fraud, intentional misconduct or a knowing violation of law as determined by it under a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected), (y) a breach of this Agreement or any other Loan DocumentAgreement, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation (z) any transaction from which the member of the generality Executive Committee or officer received an improper personal benefit. Each member of the foregoing, each Agent (i) may consult with Executive Committee and officer shall be entitled to rely upon the advice of legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected experts, including financial advisors, and any act of or failure to act by it such Executive Committee and shall not be liable for any action taken or omitted to be taken officer, in good faith by it reliance on such advice, shall in no event subject such Executive Committee and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation officer to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as liability to the performance, observance Company or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of Member. Whenever in this Agreement or any other instrument agreement contemplated herein the Executive Committee is permitted or document furnished pursuant heretorequired to take any action or to make a decision or determination, (v) the Executive Committee shall incur no liability under take such action or make such decision or determination in respect its sole discretion, unless another standard is expressly set forth herein or therein. Notwithstanding any other provision of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopierSection 6.2(o) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under whenever in this Agreement or any Loan Document; (B) other agreement contemplated herein the financial condition Executive Committee is permitted or required to take any action or to make a decision or determination in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, each member of the Borrower; Executive Committee shall be entitled to consider such interests and factors as such member desires (C) including, without limitation, the completeness interests of such Executive Committee Member’s Affiliates or accuracy employers as Members). The Company’s indemnification obligations hereunder shall survive the dissolution of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentCompany.

Exculpation. Neither of the Agents Administrative Agent nor any of their respective its directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel nor responsible for any recitals or warranties herein or therein, nor for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validityeffectiveness, enforceability, genuineness, sufficiency validity or value due execution of this Agreement or any other instrument Loan Document, nor for the creation, perfection or document furnished pursuant heretopriority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, nor to make any inquiry respecting the performance by each Borrower or any other Obligor of its obligations hereunder or under any other Loan Document. Neither the Administrative Agent nor any of its respective directors, officers, employees or agents shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder (other than a statement, warranty or representation made by the Administrative Agent in writing), (vb) the performance or observance of any of the covenants or agreements of any Person under any Loan Document, including, without limitation, any agreement by an Obligor to furnish information directly to each Lender, (c) the satisfaction of any condition specified in Article V, expect receipt of items required to be delivered solely to the Administrative Agent, (d) the existence or possible existence of any Default or Event of Default, or (e) the financial condition of any Obligor. Any such inquiry which may be made by the Administrative Agent or the Issuer shall incur no liability under not obligate it to make any further inquiry or in respect to take any action. The Administrative Agent and the Issuer shall be entitled to rely upon advice of this Agreement by action counsel concerning legal matters and upon any notice, consent, certificate or other instrument certificate, statement or writing (which may be by telecopier) believed by it the Administrative Agent or the Issuer, as applicable, believe to be genuine and signed or sent to have been presented by the a proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentPerson.

Exculpation. Neither Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur, and each Exculpated Party is hereby released and exculpated from any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, Filing, or termination of the Agents nor Restructuring Support Agreement and related prepetition transactions, the Disclosure Statement, the Plan, the Rights Offering, the Rights Offering Procedures, or any Restructuring Transaction, contract, instrument, release or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the Filing of their respective directorsthe Chapter 11 Cases, officersthe pursuit of Confirmation, employees the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of Securities pursuant to the Plan or agents shall be liable to any Lender for any action taken the Rights Offering, or omitted to be taken by it the distribution of property under this Agreement the Plan or any other Loan Document, or in connection herewith or therewithrelated agreement, except for its own claims related to any act or omission that is determined in a Final Order to have constituted actual fraud, willful misconduct misconduct, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. Without limitation The Exculpated Parties have, and upon completion of the generality of the foregoingPlan shall be deemed to have, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken participated in good faith by it and in accordance compliance with the advice applicable laws with regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, therefore, are not, and on account of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and distributions shall not be responsible to any Lender for any statementsbe, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence liable at any time for the violation of any Default applicable law, rule, or Prepayment Event regulation governing the solicitation of acceptances or to inspect the property (including the books and records) rejections of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency Plan or value of this Agreement or any other instrument or document furnished such distributions made pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentPlan.

Exculpation. Neither (a) To the fullest extent permitted by law, none of the Agents nor any of Manager, its Affiliates including HCRX EPA and their respective officers, directors, officersstockholders, employees members, employees, agents and partners, and any other person who serves at the request of the Manager on behalf of the Company as an officer, director, employee or agents agent of, or with respect to, any other entity (each, an “Indemnitee”) shall be liable to the Company or any Lender Subsidiary or any Stockholder for (i) any action act or omission taken or omitted suffered by an Indemnitee in connection with the conduct of the affairs of the Company or otherwise in connection with this Agreement or the matters contemplated herein, unless such act or omission resulted from fraud, bad faith, willful misconduct, gross negligence, a material breach of this Agreement which is not cured in accordance with the terms of this Agreement or a violation of applicable securities laws by such Indemnitee, and except that nothing herein shall constitute a waiver or limitation of any rights which a Stockholder of the Company may have under applicable securities laws or other laws and which may not be waived, or (ii) any mistake, negligence, dishonesty or bad faith of any broker or other agent of the Company selected and monitored by the Manager with reasonable care. (b) To the extent that, at law or in equity, the Manager has duties (including fiduciary duties) and liabilities relating thereto to be taken by it the Company or another Stockholder, the Manager acting under this Agreement or refraining from taking action under this Agreement, shall not be liable to the Company or to any such other Loan Document, or in connection herewith or therewith, except Stockholder for its own actions or inaction, taken or suffered in good faith and in reliance on the provisions of this Agreement, provided, that such action or inaction does not constitute fraud, bad faith, willful misconduct or gross negligence. Without limitation The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the generality Manager otherwise existing at law or in equity, are agreed by the Stockholders to modify to that extent such other duties and liabilities of the foregoing, each Agent Manager. (ic) The Manager may consult with legal counsel (including counsel for the Borrower), independent public and accountants and other experts selected by it and shall not be liable for any action act or omission taken or omitted to be suffered by it on behalf of the Company or in furtherance of the interests of the Company, taken or suffered in good faith by it and in reasonable reliance thereon, upon and in accordance with the advice of such counselcounsel or accountants shall be full justification for any such act or omission, and the Manager shall be fully protected and held harmless in so acting or omitting to act; provided, such counsel or accountants or expertswere selected and monitored with reasonable care. Notwithstanding any of the foregoing to the contrary, (ii) makes no warranty or representation to any Lender and the provisions of this Section shall not be responsible construed so as to provide for the exculpation of any Lender Indemnitee for any statementsliability (including liability under U.S. federal or state securities laws (which includes liability for violation of the anti-fraud provisions contained in Section 206 of the Advisers Act) which, warranties under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or representations (whether written or oral) made in or in connection with this Agreementlimited under applicable law, (iii) but shall not have any duty to ascertain or to inquire be construed so as to effectuate the performance, observance or satisfaction of any of the terms, covenants or conditions provisions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility Section to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentfullest extent permitted by law.

Exculpation. Neither of the Agents Agent (acting in such capacity under the Transaction Documents) nor any of their respective its directors, officers, agents or employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it or them under this Agreement or any other Loan Document, or in connection herewith or therewithwith the Transaction Documents, except for its or their own gross negligence or willful misconduct or gross negligencemisconduct. Without limitation of limiting the generality of the foregoing, each Agent the Agent: (ia) may consult with legal counsel (including counsel for the BorrowerSeller or LINC), 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 and in accordance with the advice of such counsel, accountants or experts, ; (iib) makes no warranty or representation to Purchaser or any Lender other holder of a Participation, and shall not be responsible to Purchaser or any Lender other holder of a Participation, for any statements, warranties or representations (whether written made by Seller or oral) made LINC in or in connection with this Agreement, any Transaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Transaction Document on the part of the Borrower Seller, LINC, or the existence at any time of any Default or Prepayment Event Servicer or to inspect the property (including the books and records) of the BorrowerSeller, LINC, or Servicer; (ivd) shall not be responsible to Purchaser or any Lender other holder of a Participation for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto, provided for herein or delivered or to be delivered hereunder or in connection herewith; and (ve) shall incur no liability under or in respect of this Agreement any Transaction Document by action acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopierfacsimile transmission) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.

Exculpation. Neither of the Agents Collateral Agent nor any of their respective its shareholders, directors, officers, employees or agents shall be liable to the Banks, or any Lender of them individually, for any obligation, undertaking, act or judgment of the Company or any other Person, or for any error of judgment or any action taken or omitted to be taken by it under this Agreement the Collateral Agent (except and to the extent that the same arises from gross negligence or any other Loan Documentwillful misconduct on the part of the Collateral Agent), or in connection herewith be bound to ascertain or therewith, except for its own willful misconduct inquire as to the performance or gross negligenceobservance of any term of any of the Loan Documents. Without limitation of limiting the generality of the foregoing, each Agent the Collateral Agent: (ia) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, ; (iib) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranty or representations (whether written or oral) representation made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the termsLoan Documents by any Person other than the Collateral Agent, covenants or conditions of this Agreement on for the part financial condition of the Borrower Company or any other Person, or for the existence at any time observance or performance of any Default or Prepayment Event or to inspect the property (including the books and records) obligations of the BorrowerCompany or any other Person other than the Collateral Agent, or for the truth or accuracy of any document provided to the Collateral Agent that the Collateral Agent has initially received from, or that the Collateral Agent has prepared based upon information received from, the Company or any other Person, except for the Collateral Agent’s responsibility under Section 10.8; (ivc) makes no warranty or representation and shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value collectibility of this Agreement or any other instrument or document furnished pursuant hereto, of the Loan Documents; (vd) shall incur no liability under or in respect of this Agreement any such agreement or document by action acting upon any noticenotice (by telephone or otherwise), consent, certificate or other instrument or writing (which may be by telecopierincluding telex and telegraphic communication) believed by it in good faith to be genuine and to be signed or sent by the proper party or parties, Person; and (vie) shall have makes no responsibility to warranty or guarantee as to: (i) future payments by the Borrower Company or any Lender on account other obligor or guarantor of the Loans, (Aii) the failure Company’s future compliance with or performance of a Lender or the Borrower to perform any of its obligations under this Agreement the terms and conditions contained in the Loan Documents, or any Loan Document; (Biii) the financial condition collectibility of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentLoans.

Exculpation. Neither of the Agents Administrative Agent nor the Documentation Agent, nor any of their respective directors, officers, employees or agents shall be liable to any Lender as such for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, of them hereunder except for its or his own gross negligence or willful misconduct misconduct, or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable responsible for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counselstatement, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not herein, or be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty required to ascertain or to inquire as to make any inquiry concerning the performance, performance or observance by the Borrower or satisfaction the Guarantors of any of the terms, conditions, covenants or conditions agreements of this Agreement on Agreement. Neither the part of Administrative Agent nor the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) Documentation Agent shall not be responsible to any Lender the Banks for the due execution, legalitygenuineness, validity, enforceability, genuineness, sufficiency enforceability or value effectiveness of this Agreement or any other Fundamental Document, the Notes or any other instrument to which reference is made herein. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof until written notice of transfer shall have been filed with it. The Administrative Agent shall promptly notify the Borrower of any such notice received by such Administrative Agent. The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Banks, and, except as otherwise specifically provided herein, such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Banks. The Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any paper or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and correct and to have been signed or sent by the proper party person or partiespersons. Neither the Administrative Agent nor any of its directors, and (vi) officers, employees or agents shall have no any responsibility to the Borrower or any Lender on account of (A) the failure or delay in performance or breach by any Bank of a Lender or the Borrower to perform any of its obligations under this Agreement hereunder or to any Loan Document; (B) the financial condition Bank on account of the failure or delay in performance or breach by any other Bank, or the Borrower; (C) the completeness or accuracy , of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to of their respective obligations hereunder or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentherewith.

Exculpation. Neither of the Agents Agent nor any of their respective its directors, officers, agents or employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it in good faith under this Agreement or any other Loan Document, or in connection herewith with this Agreement (including, without limitation, the servicing, administering or therewithcollecting Receivables pursuant to Section 8.01), except for its or their own gross negligence or willful misconduct or gross negligencemisconduct. Without limitation of limiting the generality of the foregoing, each Agent the Agent: (ia) may consult with legal counsel (including internal counsel and counsel for the BorrowerSeller 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 and in accordance with the advice of such counsel, accountants or experts, ; (iib) makes no warranty or representation to Purchaser or any Lender other holder of any interest in Receivables and shall not be responsible to Purchaser or any Lender such other holder for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, any Transaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Transaction Document on the part of the Borrower Seller or the existence at any time of any Default or Prepayment Event Servicer or to inspect the property (including the books and records) of the Borrower, Seller or Servicer; (ivd) shall not be responsible to Purchaser or any Lender other holder of any interest in Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, Transaction Document; and (ve) shall incur no liability under or in respect of this Agreement any Transaction Document by action acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopierfacsimile or telex) believed by it in good faith to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.

Exculpation. Neither of the Agents Lessor nor any of their respective directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it Affiliates has and shall not be liable for have any action taken liability or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants obligation whatsoever or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or howsoever in connection with this Agreementthe design, (iii) construction, completion or management of the Improvements and/or any Alterations and in no event shall not have the Lessor or any duty of its Affiliates be obligated to ascertain inspect the Improvements and/or any Alterations or all or any part of the Leased Property. Under no circumstances whatsoever shall the Lessor or any of its Affiliates be or become liable for the performance or default of any contractor or subcontractor, or for any failure to construct, complete, protect or insure the Improvements and/or any Alterations, or any part thereof, or for the payment of any cost or expense incurred in connection therewith, or for the performance or non-performance of any obligation of the Lessee to the Lessor or to inquire as to any other Person, firm or entity without limitation. Nothing, including without limitation, any funding by the performance, observance Lessor of the Lease Balance or satisfaction acceptance of any of the termsdocument or instrument, covenants shall be construed as a representation or conditions of this Agreement warranty, express or implied, on the part of the Borrower Lessor or any of its Affiliates. Further, the existence at Lessee shall be solely responsible for all aspects of the Lessee’s business and conduct in connection with the construction and completion of all Improvements and/or any time Alterations. Neither the Lessor nor any of its Affiliates shall have any obligation to supervise, inspect or inform the Lessee or any third party of any Default or Prepayment Event or to inspect the property (including the books and records) aspect of the Borrower, (iv) shall not be responsible to work or construction of the Improvements and/or any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Alterations or any other instrument matter referred to above. Any inspection or document furnished pursuant heretoreview made by or on behalf of the Lessor shall be made for the purpose of determining whether or not the obligations of the Lessee under the Operative Documents are being properly discharged, (v) and neither the Lessee, nor any third party shall incur no liability under or in respect of this Agreement by action be entitled to rely upon any notice, consent, certificate such inspection or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by review. Neither the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform Lessor nor any of its obligations under this Agreement Affiliates owes any duty of care to the Lessee or any Loan Document; (B) other Person to protect against or inform the financial condition Lessee or any other Person of the Borrower; (C) existence of negligent, faulty, inadequate or defective design or construction of the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement Improvements or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) other aspect of the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentLeased Property.

Exculpation. 19-22911-rdd Doc 134-1 Filed 07/19/19 Entered 07/19/19 13:46:56 Exhibit A Pg 49 of 66 Neither of the Agents Administrative Agent nor any of their respective its directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Credit Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation , nor responsible for any recitals or warranties herein or therein, nor for the effectiveness, enforceability, validity or due execution of any Credit Document, nor for the creation, perfection or priority of any Liens purported to be created by any of the generality Credit Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, nor to make any inquiry respecting the foregoing, each performance by any Credit Party of its Obligations. Any such inquiry which may be made by the Administrative Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not obligate it to make any further inquiry or to take any action. The Administrative Agent shall be liable for entitled to rely upon advice of counsel concerning legal matters and upon any action notice, consent, certificate, statement or writing which the Administrative Agent believes to be genuine and to have been presented by a proper Person. To the fullest extent permitted by applicable law, no Lender shall assert, and each Lender hereby waives, any claim against the Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken in good faith by it and in accordance with the advice any of such counselthem, accountants on any theory of liability, for special, indirect, consequential or expertspunitive damages (as opposed to direct or actual damages) arising out of, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with with, or as a result of, this Agreement, (iii) shall not have any duty to ascertain other Credit Document or to inquire as to any agreement or instrument contemplated herby or thereby, the performancetransactions contemplated hereby or thereby, observance any Loan or satisfaction of any the use of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value proceeds thereof. No provision of this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or document furnished pursuant heretothereby or the transactions contemplated hereby or thereby, shall require the Administrative Agent to: (vi) expend or risk its own funds or provide indemnities in the performance of any of its duties hereunder or the exercise of any of its rights or power or (ii) otherwise incur any financial liability in the performance of its duties or the exercise of any of its rights or powers unless it is indemnified to its satisfaction and the Administrative Agent shall incur have no liability under to any person for any loss occasioned by any delay in taking or failure to take any action while it is awaiting an indemnity satisfactory to it. The Administrative Agent shall not be required to qualify in respect any jurisdiction in which it is not presently qualified to perform its obligations as Administrative Agent. The Administrative Agent has accepted and is bound by the Credit Documents executed by the Administrative Agent as of the date of this Agreement and, as directed in writing by action upon the Required Lenders, the Administrative Agent shall execute additional Credit Documents delivered to it after the date of this Agreement; provided, however, that such additional Credit Documents do not adversely affect the rights, privileges, benefits and immunities of the Administrative Agent. The Administrative Agent will not otherwise be bound by, or be held obligated by, the provisions of any noticecredit agreement, consent, certificate indenture or other instrument or writing agreement governing the Obligations (other than this Agreement and the other Credit Documents to which may be by telecopier) believed by it the Administrative Agent is a party). 19-22911-rdd Doc 134-1 Filed 07/19/19 Entered 07/19/19 13:46:56 Exhibit A Pg 50 of 66 No written direction given to be genuine and signed or sent the Administrative Agent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender Required Lenders or the Borrower that in the sole reasonable judgment of the Administrative Agent imposes, purports to perform impose or might reasonably be expected to impose upon the Administrative Agent any obligation or liability not set forth in or arising under this Agreement and the other Credit Documents will be binding upon the Administrative Agent unless the Administrative Agent elects, at its sole option, to accept such direction. The Administrative Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement or the other Credit Documents arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; business interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action. The Administrative Agent shall not be under any Loan Document; (B) the financial condition obligation to exercise any of the Borrower; (C) the completeness its rights or accuracy of any statements, representations or warranties made powers vested in or pursuant to it by this Agreement or any Loan Documentthe other Credit Documents, at the request, order or in or direction of the Required Lenders unless the same is given pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency express provisions of this Agreement or the other Credit Documents and the Required Lenders shall have offered to the Administrative Agent security or indemnity reasonably satisfactory to the Administrative Agent against the costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) which might be incurred therein or thereby. Beyond the exercise of reasonable care in the custody of the Collateral in its possession, the Administrative Agent will have no duty as to any Loan Document Collateral in its possession or control or in the possession or control of any document executed agent or delivered pursuant bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Administrative Agent will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Administrative Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Administrative Agent in good faith without gross negligence or willful misconduct. The Administrative Agent will not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Administrative Agent, as determined by a court of competent jurisdiction in a final, nonappealable order, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The 19-22911-rdd Doc 134-1 Filed 07/19/19 Entered 07/19/19 13:46:56 Exhibit A Pg 51 of 66 Administrative Agent hereby disclaims any representation or warranty to the present and future Secured Parties concerning the perfection of the Liens granted hereunder or in connection with the value of any Loan Documentof the Collateral. In the event that the Administrative Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Administrative Agent’s sole reasonable discretion may cause the Administrative Agent to be considered an “owner or operator” under any environmental laws or otherwise cause the Administrative Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Administrative Agent reserves the right, instead of taking such action, either to resign as Administrative Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Administrative Agent will not be liable to any person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Administrative Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous material into the environment.

Exculpation. Neither None of the Agents Facility Agent, the Collateral Agent nor any of their respective directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under or any of them hereunder or in connection herewith, except for its or their own gross negligence, willful misconduct or bad faith; nor shall either Agent be responsible to any Lender for the validity, effectiveness, value, sufficiency or enforceability against the Obligors, the Seller, the Servicer or GRC of the Receivables, this Agreement Agreement, the Revolving Notes or any other Loan Document, Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent Agent: (ia) may consult with legal counsel (including counsel for the BorrowerSeller, the Servicer or GRC), 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 and in accordance with the advice of such counsel, accountants or experts, ; (iib) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith; (iiic) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement Agreement, the Revolving Notes or any other Transaction Document on the part of the Borrower any party hereto or thereto (including, without limitation, the existence at any time or possible existence of any Default Actionable Event, Liquidation Event or Prepayment Event comparable event) or to inspect the property (including the books and records) of GRC, the Borrower, Servicer or the Seller; (ivd) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, the Revolving Notes or any other Transaction Document or any other instrument or document furnished pursuant hereto, hereto or thereto; and (ve) shall incur no liability under or in respect of this Agreement by action or any other Transaction Document by: (i) acting upon any notice, consent, certificate or other instrument instrument, communication, conversation or writing (which may be by telecopiertelegram, facsimile or telex) or telephonic instruction or notices to the extent authorized herein or therein believed by it to be genuine and signed or sent by the proper party Person or partiesPersons, and or (viii) acting in accordance with the direction of the 33 Revolving Credit Agreement 39 Majority Lenders, the Required Lenders or all of the Lenders (as applicable). Neither Agent shall be deemed to have no responsibility to the Borrower knowledge of any Actionable Event, Liquidation Event or any comparable event unless it has received actual notice thereof. Neither Agent shall be liable to any Lender on account of (A) for the failure of a Lender acts or the Borrower to perform any omissions of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection agents that such Agent has selected with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentreasonable care.

Exculpation. Neither The Lender has and shall have no liability or obligation whatsoever or howsoever in connection with the construction, completion or management of the Agents Improvements, and has no obligation except to make Loan Advances as provided in this Participation Agreement and the Loan Agreement, and the Lender is not obligated to inspect the Improvements; nor is the Lender liable and under no circumstances whatsoever shall the Lender be or become liable for the performance or default of any contractor or subcontractor, or for any failure to construct, complete, protect or insure the Improvements, or any part thereof, or for the payment of their respective directorsany cost or expense incurred in connection therewith, officersor for the performance or non-performance of any obligation of the Lessor or the Lessee to the Lender or to any other person, employees firm or agents entity without limitation; and nothing, including without limitation, any disbursement of Loan Advances or acceptance of any document or instrument, shall be liable construed as a representation or warranty, express or implied, on the Lender's part. Further, the Lessee shall be solely responsible for all aspects of the Lessee's business and conduct in connection with the construction, completion and management of the Improvements including, but not limited to: (a) The quality and suitability of the Plans and Specifications; (b) Supervision of the work of Construction; (c) The qualifications, financial condition and performance of all architects, engineers, contractors, subcontractors and material suppliers and consultants; (d) Conformance of the work of Construction and the Improvements to the requirements of all Applicable Laws and public and private restrictions and requirements and to the requirements of this Participation Agreement; (e) The quality and suitability of all materials and workmanship; and (f) The accuracy of all requests for the disbursement of Loan proceeds and the proper application of disbursed Loan proceeds. The Lender shall have no obligation to supervise, inspect or inform the Lessee, the Lessor or any Lender for third party of any action taken aspect of the work or omitted to be taken by it under this Agreement construction of the Improvements or any other Loan Document, matter referred to above. Any inspection or in connection herewith review made by or therewith, except for its own willful misconduct or gross negligence. Without limitation on behalf of the generality Lender shall be made for the purpose of determining whether or not the obligations of the foregoingLessee under this Participation Agreement are being properly discharged, each Agent (i) may consult with legal counsel (including counsel for and neither the Borrower)Lessee, independent public accountants and other experts selected by it and the Lessor nor any third party shall not be liable for entitled to rely upon any action taken such inspection or omitted to be taken in good faith by it and in accordance with the advice review. The Lender owes no duty of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as care to the performanceLessee or the Lessor or any third person to protect against or inform the Lessee, observance the Lessor or satisfaction of any third person of the termsexistence of negligent, covenants faulty, inadequate or conditions of this Agreement on the part defective design or construction of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan DocumentImprovements.

Exculpation. Neither of To the Agents nor any of their respective directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken fullest extent permitted by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent (i) may consult with legal counsel applicable law (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and recordsSection 18-1101(c) of the BorrowerDelaware Act), no individual Representative (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (visuch Person's capacity as a Representative) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant liability to any document delivered pursuant Member (or Affiliate of such Member) that is not an Affiliate of such Person, with respect to or in connection with such Person's actions or omissions with respect to the Company based on any claim of breach of fiduciary duty to the extent that such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company. Except as otherwise expressly provided in this Agreement Agreement, no Member shall be liable to another Member for actions taken consistent with the duty of loyalty and care applicable to a member of the board of directors of a Delaware corporation, in good faith and not for the purposes of adversely affecting the rights and benefits of the other Members under this Agreement. Without limiting the foregoing, to the fullest extent permitted by applicable law (including Section 18-1101(c) of the Delaware Act), and except as otherwise provided in Section 9.2, the doctrine of corporate opportunity, or any Loan Document; other analogous doctrine, shall not apply with respect to the Company, and no Affiliate of a Member shall have any obligation to refrain from (i) engaging in the same or similar activities or lines of business as the Company or developing or marketing any products or services that compete, directly or indirectly, with those of the Company, (ii) investing or owning any interest publicly or privately in, or developing a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company, (iii) doing business with any client or customer of the Company or (Div) employing or otherwise engaging a former officer or employee of the negotiationCompany; and except as otherwise expressly provided herein, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence neither the Company nor any Member (or sufficiency Affiliate of such Member) shall have any right by virtue of this Agreement in or to, or to be offered any opportunity to participate or invest in, any venture engaged or to be engaged in by any Affiliate of any other Member or any Loan Document right by virtue of this Agreement in or of to any document executed income or delivered pursuant to or in connection with any Loan Documentprofits derived therefrom.