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 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 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 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. 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 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 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 telecopierany Agent or Collateral Agent shall not obligate it to make any further inquiry or to take any action. No Agent or the Collateral Agent shall have any duties or responsibilities except those specifically set forth in this Agreement and the 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. Unless it specifically agrees to do so in writing, no Agent or the Collateral Agent shall be obligated to initiate, conduct or supervise any litigation or collection proceedings, whether in bankruptcy or otherwise, any work-out or post-default negotiations or take any other similar actions; provided, that, at the written request of the 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 (b) of Section 3.1.2 in accordance with Section 4.9. Each Agent and the Collateral Agent shall be entitled to rely: (a) upon any certification, notice or other communication (including any thereof by telephone, telex, telegram or cable) 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 parties, Persons; and (vib) shall have no responsibility upon advice and statements of legal counsel, independent accountants and other experts selected by it in good faith. As 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 matters not expressly provided for by 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 Term Loan Document, each Agent and Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Term Loan Lenders; and such instructions of the Required Term Loan Lenders and any action taken or failure to act pursuant to any document delivered pursuant to or in connection with this Agreement or any thereto shall be binding on all of the Term 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 DocumentLenders.

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 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. (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 under this Agreement or any other Loan Document, or in connection herewith or therewiththem, except for its or their own gross negligence or willful misconduct misconduct. The appointment of Xxxxx Fargo as Administrative Agent hereunder shall in no way impair 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 affect 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 rights 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 Documentpowers of, or impose any duties or obligations upon, Xxxxx Fargo 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 Documentits individual capacity.

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 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 No Manager, Officer, Member, Affiliate of the Agents nor a Member, any of their respective direct or indirect officers, directors, officersequityholders, employees or agents managers or any liquidating trustee or fiduciary of the Company (each a “Covered Person”) shall be liable to the Company or any Lender Member under any theory of law, including tort, contract or otherwise (INCLUDING A COVERED PERSON’S OWN NEGLIGENCE OR GROSS NEGLIGENCE) for any action taken loss, damage or omitted claim incurred by reason of any act or omission by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be taken within the scope of authority conferred on such Covered Person by it under this Agreement Agreement, including any such loss, damage or any claim attributable to errors in judgment, negligence or gross negligence or other Loan Document, or in connection herewith or therewithfault of 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 such loss, damage or omitted to claim incurred by reason of Culpable Acts of such Covered Person. 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 Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and in accordance who has been selected with reasonable care by or on behalf of the advice of such counselCompany, accountants including information, opinions, reports 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 statements as to the performance, observance or satisfaction of any value and amount of the termsassets, 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 Borrowerliabilities, (iv) shall not be responsible to any Lender for the due executionprofits, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement losses 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 assets from which distributions to Members might properly be paid. IN NO EVENT WILL A COVERED PERSON BE LIABLE TO THE COMPANY OR ANY MEMBER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR ANY OTHER NON-DIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR FUTURE REVENUES, COST OF CAPITAL, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY OR ANY CLAIM OR DEMAND AGAINST THE COMPANY BY ANY OTHER PARTY DUE TO ANY CAUSE WHATSOEVER (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 statementsINCLUDING, representations or warranties made in or pursuant to this Agreement or any Loan DocumentWITHOUT LIMITATION, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiationTHE COVERED PERSON’S OWN NEGLIGENCE OR GROSS NEGLIGENCE), 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 DocumentEVEN IF A COVERED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Exculpation. Neither Except as otherwise set forth in this Section 8.14 and Section 4.2 to the contrary, Lender shall not enforce the liability and obligation of any Borrower to perform and observe the obligations contained in this Agreement, the Note, any Mortgage or any of the Agents nor other Loan Documents executed and delivered by any Borrower except that Lender may pursue any power of sale, bring a foreclosure action, action for specific performance, action for money judgment, or other appropriate action or proceeding (including, without limitation, to obtain a deficiency judgment) against any or all Borrowers or any other Person solely for the purpose of enabling Lender to realize upon (a) any Collateral, and (b) any Rents to the extent (x) received by any Borrower or any Manager (or any of their affiliates), after the occurrence of an Event of Default or (y) distributed to any Borrower or any Manager, or their respective directorsshareholders, officersor partners or members, employees as applicable, or agents affiliates during or with respect to any period for which Lender did not receive the full amounts it was entitled to receive as prepayments of the Loan pursuant to Section 2.6(b) (all Rents covered by clauses (x) and (y) being hereinafter referred to as the "Recourse Distributions") and (c)) any other collateral given to Lender under the Loan Documents ((a), (b), and (c) collectively, the "Default Collateral"); provided, however, that any judgment in any action or proceeding shall be liable enforceable only to the extent of any Default Collateral. The provisions of this Section 8.14 shall not, however, (a) impair the validity of the Indebtedness evidenced by the Loan Documents or in any way affect or impair the Liens of any Mortgage or any of the other Loan Documents or the right of Lender for to foreclose any Mortgage following an Event of Default; (b) impair the right of Lender to name any Person as a party defendant in any action taken or omitted suit for judicial foreclosure and sale under any Mortgage; (c) affect the validity or enforceability of the Note, any Mortgage or the other Loan Documents; (d) impair the right of Lender to be taken by it under this Agreement obtain the appointment of a receiver; (e) impair the right of Lender to bring suit for and recover against any Person any damages, losses, expenses, liabilities or costs resulting from fraud, willful misrepresentation, waste of all or any other Loan Documentportion of any Individual Property, or in connection herewith wrongful removal or therewith, except for its own willful misconduct disposal of all or gross negligence. Without limitation any portion 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 any Individual Property 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 Person in connection with this Agreement, the Note, any Mortgage or the other Loan Documents; (iiif) impair the right of Lender to obtain the Recourse Distributions received by any Person; (g) impair the right of Lender to bring suit for and recover against any Person with respect to any misappropriation of security deposits or Rents collected more than one (1) month in advance; (h) impair the right of Lender to obtain Insurance Proceeds or Condemnation Proceeds due to Lender pursuant to any Mortgage; (i) impair the right of Lender to enforce the provisions of Sections 4.1(V) or 5.1(D) through 5.1(G), inclusive of this Agreement, Section 2.8 of each Mortgage or the Environmental Indemnity even after repayment in full by any Borrower of the Indebtedness; (j) prevent or in any way hinder Lender from exercising, or constitute a defense, or counterclaim, or other basis for relief in respect of the exercise of, any other remedy against any or all of the Collateral securing the Note as provided in the Loan Documents; (k) impair the right of Lender to bring suit for and recover against any person with respect to any misapplication of any funds (including, without limitation, insurance proceeds and condemnation proceeds); (l) impair the right of Lender to xxx for, seek or demand a deficiency judgment against any Person solely for the purpose of foreclosing on any Collateral or any part thereof, or realizing upon the Default Collateral, or (m) impair the right of Lender to bring suit for and recover against any Person any damages, losses, expenses, liabilities or costs in the event that Borrower shall take any action of any kind or nature whatsoever, either directly or indirectly to oppose, impede, obstruct, challenge, hinder, frustrate, enjoin or otherwise interfere with (A) [intentionally omitted], (B) Lender or the party acquiring any Individual Property following the occurrence of a foreclosure or deed in lieu thereof being deemed the "Owner" under the Management Agreement, or (C) the execution, delivery or effectiveness of a new Management Agreement directly between Lender or the party acquiring any Individual Property following a foreclosure or deed in lieu thereof and applicable Manager; provided, however, that any deficiency judgment referred to in this Section 8.14(m) shall not have any duty to ascertain or to inquire as be enforceable only to the performance, observance or satisfaction extent of any of the terms, covenants or conditions Default Collateral. The preceding provisions of this Agreement on the part of the Section 8.14 shall be inapplicable to any Person if (i) any petition for bankruptcy, reorganization or arrangement pursuant to federal or state law against any Borrower shall be filed by any Borrower or the existence at any time Affiliate of any Default Borrower, (ii) if an involuntary bankruptcy or Prepayment Event other insolvency proceeding is commenced against any Borrower (by a party other than Lender) but only if such Borrower has consented or acquiesced to inspect such proceeding or if Borrower or any Affiliate of Borrower has acted in concert with, colluded or conspired with the property party to cause the filing thereof or has consented to or acquiesced thereto, (including iii) if any Borrower shall institute any proceeding for the books and records) dissolution or liquidation of the any Borrower, (iv) if any Borrower shall not be responsible to any Lender make an assignment for the due execution, legality, validity, enforceability, genuineness, sufficiency or value benefit of this Agreement or any other instrument or document furnished pursuant heretocreditors, (v) if any Borrower shall incur no breach any representation, warranty or covenant in Section 4.1(C) (such that such breach was considered by a court as a factor in the court's finding for a consolidation of the assets of a Borrower with the assets of another person or entity or as a result thereof Lender suffers any material damage, cost, liability under or expense; provided, however, that in respect the absence of this Agreement by action upon any noticean actual consolidation, consent, certificate or other instrument or writing (which recourse may be had against Borrower only to the extent of losses for such breach), 4.1(V), 4.1(AA), 5.1(T) (such that such breach was considered by telecopiera court as a factor in the court's finding for a consolidation of the assets of a Borrower with the assets of another person or entity or as a result thereof Lender suffers any material damage, cost, liability or expense; provided, however, that in the absence of an actual consolidation, recourse may be had against Borrower only to the extent of losses for such breach) believed by it or 5.1(X), (v) if any Borrower allows any Transfer to be genuine and signed occur in violation of Section 6.1(B) hereof or sent by otherwise fails to obtain Lender's prior written consent to any Transfer to the proper party or partiesextent any consent is required in the Loan Documents, and (vi) shall have no responsibility to the any Borrower or any Lender on account interferes with Lender's exercise of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement rights 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; remedies hereunder or (Dvii) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility if any Borrower breaches any representation or warranty contained 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 4.1(S).

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 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 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. 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 (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 (a) Notwithstanding any other term of this Agreement to the contrary, whether express or implied, or any obligation or duty at law or in equity, none of the Agents nor General Partner, any of its Affiliates or any of their respective directorsmembers, partners, direct or indirect equityholders, officers, employees or agents directors, employees, agents, representatives and any other person who serves at the request of the General Partner on behalf of the Partnership in any such capacity to any other entity (collectively, “Indemnified Parties”) shall be liable to any Lender the Limited Partners or the Partnership for honest mistakes of judgment, or for any action taken or omitted to be taken by it under this Agreement or any other Loan Documentinaction, 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 for a purpose that was reasonably believed to be in or not opposed to the best interests of the Partnership and reasonably believed to be within the scope of authority conferred on such Indemnified Party, or for losses due to such mistakes, action, or inaction, or to the negligence, dishonesty, or bad faith of any broker, advisor or other agent of the Partnership, provided that such broker, advisor or other agent was selected, engaged, or retained and monitored with reasonable care. The General Partner and such Indemnified Parties may consult with counsel and accountants in respect of Partnership affairs and be fully protected and justified in any action or inaction that is taken in accordance with the advice information, advice, statements, reports or opinion of such counselcounsel or accountants, accountants provided that they shall have been selected and monitored with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 14.03 and of Section 14.04 shall not be construed so as to relieve (or expertsattempt to relieve) any person of any liability by reason of such person’s (i) gross negligence (as such term is interpreted under the laws of the State of Delaware), (ii) makes no warranty or representation to any Lender willful 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 Agreementwanton misconduct, (iii) shall not have any duty to ascertain bad faith or to inquire as to the performanceactual fraud, 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) with respect to any criminal action or proceeding, such person had reasonable cause to believe it’s conduct was unlawful (collectively, “Excluded Conduct”); or 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 such sections to the fullest extent permitted by applicable law. The termination of any Claim by judgment, order, conviction, plea, settlement, or its equivalent, shall not be responsible of itself create a presumption that the act or omission was done fraudulently or in bad faith or as a result of wanton or willful misconduct or, with respect to any Lender for criminal Claim, that 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 person had reasonable cause 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 believe that 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 Documentconduct was unlawful.

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 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 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 (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 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 Lender, and shall not be responsible to any Lender such 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 GLS, 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 GLS, 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 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; (ve) shall incur no liability under or in respect of this Agreement any Transaction Document by action acting upon any noticenotice (including 100 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 (f) shall not have or be deemed to have any fiduciary relationship with any Lender or participant, and (vi) no implied covenants, functions, responsibilities, duties, obligations or liabilities 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 be read into this Agreement or any Loan Document; (B) other Transaction Document or otherwise exist against any thereof. Without limiting the financial condition generality of the Borrower; clause (Cf) above, the completeness use of the term “agent” herein and in the other Transaction Documents with reference to the Administrative Agent is not intended to connote any fiduciary or accuracy other implied (or express) obligations arising under any agency doctrine of any statementsapplicable law; such term is instead used merely as a matter of market custom, representations and is intended to create 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 Documentreflect only an administrative relationship between independent contracting parties.

Exculpation. Neither of To the Agents nor any of their respective directorsfullest extent permitted by Applicable Law, officers, employees or agents 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, Member or other Person that is a party to or otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person from and after the Effective Date in connection herewith or therewithgood faith on behalf of the Company and its Subsidiaries 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 released from liability to the Company or any other Covered Person, Member or other Person that is a party to or otherwise bound by this Agreement for any action taken such loss, damage or omitted claim incurred by reason of such Covered Person’s breach of a duty to be taken in the Company or its Members or fraud, intentional misconduct or bad faith violation of the implied contractual covenant of good faith by it and in accordance with the advice of fair dealing, or 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 Covered Person’s breach of this Agreement or other agreement with the Company or a Subsidiary to which such Covered Person is a party. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and its Subsidiaries and upon such information, opinions, reports or statements presented to the Company and its Subsidiaries by any 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 and its Subsidiaries, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or income or any other instrument or document furnished pursuant heretofacts pertinent to the existence and amount of assets from which distributions to Members might properly be paid. Without limiting the foregoing, (v) shall incur no liability under or in respect of this Agreement by action upon neither the Company nor 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) Covered Person shall have no responsibility any liability with respect 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 valuations performed pursuant to this Agreement Agreement, and shall be fully protected in relying in good faith upon the records of the Company and its Subsidiaries and upon information, opinions, reports or statements presented to the Company and its Subsidiaries by any Loan Document, person as to matters which the Company or in such Covered Person reasonably believes are within such other Person’s professional 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 Documentexpert competence.

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 OTHER THAN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. Credit Agreement (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.First Lien)

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 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 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 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 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 Revolving Credit Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Revolving Credit 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, genuinenesssufficiency, sufficiency validity or value due execution of this Agreement or any other instrument Revolving Credit Document, nor for the creation, attachment, perfection or document furnished pursuant heretopriority of any Liens purported to be created by any of the Revolving Credit 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 Revolving Credit Borrowers of their obligations hereunder or under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or writing (Revolving Credit Document. Any such inquiry which may be made by telecopierany Agent or the Collateral Agent shall not obligate it to make any further inquiry or to take any action. No Agent or the Collateral Agent shall have any duties or responsibilities except those specifically set forth in this Agreement and the other Revolving Credit Documents and shall not by reason of the relationship established herein be a trustee of fiduciary of any other Agent, the Collateral Agent or any Lender. Unless it specifically agrees to do so in writing, no Agent shall be obligated to initiate, conduct or supervise any litigation or collection proceedings, whether in bankruptcy or otherwise, any work-out or post-default negotiations or take any other similar actions; provided, that, at the written request of the Required Revolving Credit Lenders, the Administrative Agent shall be obligated to foreclose upon or set off against the cash collateral deposited with it under clause (c) of Section 3.1 in accordance with Section 5.9. Each Agent and the Collateral Agent shall be entitled to rely: (a) upon any certification, notice or other communication (including any thereof by telephone, telex, telegram or cable) 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 parties, Persons; and (vib) shall have no responsibility upon advice and statements of legal counsel, independent accountants and other experts selected by it in good faith. As 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 matters not expressly provided for by this Agreement or any Loan Revolving Credit Document; (B) , each Agent and the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made Collateral Agent shall in or pursuant to this Agreement or any Loan Documentall cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Revolving Credit Lenders; and such instructions of the Required Revolving Credit Lenders and any action taken or failure to act pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) thereto shall be binding on all 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 DocumentRevolving Credit Lenders.

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 or other instrument certificate, statement, or writing (which may be by telecopier) believed by it they believe to be genuine and signed to have been presented by a proper Person. The Collateral Agent shall not be responsible for the negligence 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 misconduct of any statements, representations such agents 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 attorneys-in-fact selected by it 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 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 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 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 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 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 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 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 The Seller Representative shall not have any obligation or liability under this Agreement except for its obligations under Section 1.4(a), Section 1.4(d), Section 1.4(i), Section 1.6, Section 2.1(a), Section 2.1(d), Section 2.2, Section 2.3, Section 7.6, Section 10.1, Section 10.2, Section 10.3, Section 10.4, Section 10.5, Section 10.7, Section 11.7(b) and Section 12.2(e) or as otherwise as expressly agreed to by the Seller Representative in writing (excluding, for the avoidance of the Agents nor doubt, this Agreement). The Seller Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Seller, except in respect of their respective directors, officers, employees or agents amounts received on behalf of such Seller. The Seller Representative shall not be liable to any Lender Seller for any action taken or omitted to be taken by it under this Agreement or any agent employed by it hereunder or under any other Loan Document, or document entered into in connection herewith or therewithherewith, except that the Seller Representative shall not be relieved of any liability imposed by applicable Law for its own willful misconduct misconduct, fraud or gross negligenceany criminal acts. 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 The Seller Representative shall not be liable to the Sellers for any action taken apportionment or omitted to be taken distribution of payments made by the Seller Representative in good faith by it faith, and if any such apportionment or distribution is subsequently determined to have been made in accordance with error, the advice sole recourse of such counselany Seller to whom payment was due, accountants or expertsbut not made, (ii) makes no warranty or representation shall be to recover from other Sellers any Lender and payment in excess of the amount to which they are determined to have been entitled. The Sellers agree that the Seller Representative shall not be responsible required on their behalf to make any Lender for any statements, warranties inquiry concerning either the performance 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 provisions or conditions of this Agreement on Agreement. Neither the part Seller Representative nor any agent employed by it shall incur any liability to any Seller by virtue of the Borrower failure or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) refusal of the Borrower, (iv) shall not be responsible Seller Representative for any reason to any Lender for consummate the due execution, legality, validity, enforceability, genuineness, sufficiency Transactions 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 relating to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any performance of its obligations under this Agreement other duties hereunder, except for actions or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness omissions constituting fraud, willful misconduct 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 Documentcriminal acts.

Exculpation. Neither Notwithstanding any provision in this Agreement to the contrary, it is agreed and understood that Purchaser and Seller shall look solely to the assets of the Agents nor other party (including without limitation the Property in the case of Seller) in the event of any breach or default by such other party under this Agreement, and not to the assets of: (a) any person or entity which is a partner or shareholder of such other party, or which otherwise owns or holds any ownership interest in such other party, directly or indirectly (each such partner or other holder or owner of any interest in Seller being referred to herein as a “Subtier Owner”); (b) any person or entity which is a partner in or otherwise owns or holds any ownership interest in any Subtier Owner, whether directly or indirectly; (c) any person or entity serving as an officer, director, employee or otherwise for or in such other party; or (d) any person or entity serving as an officer, director, employee or otherwise for or in any Subtier Owner. This Agreement is executed by one or more persons (the “Signatories”, whether one or more) of Seller and Purchaser solely in their respective directorscapacities as representatives of the Seller, officers, employees Purchaser or agents shall be liable to a Subtier Owner of Seller and Purchaser and not in their own individual capacities. Purchaser and Seller hereby release and relinquish the Signatories from any Lender and all personal liability for any action taken matters or omitted to be taken by it claims of any kind which arise 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 or as a result of this Agreement, (iii) . The foregoing release of liability shall not have be effective with respect to and shall apply to all claims against any duty to ascertain or to inquire as to the performance, observance or satisfaction owners of Seller and Purchaser and any owners of any Subtier Owner regardless of whether such claims arise as a result of any liability which the Signatories may have as owners of the termsSeller, 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 Purchaser 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 DocumentSubtier Owner, 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.

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 Notwithstanding any provision to the contrary elsewhere in this Agreement or any of the other Loan Documents, none of the Agents nor shall have any duties or responsibilities, except those expressly set forth herein, or any trust or fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. None of the Agents or any of their respective directors, officers, 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 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 nor shall any 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 Related Parties be responsible to for any Lender recitals or representations or warranties herein or therein, or for the due execution, legality, validityeffectiveness, enforceability, genuineness, sufficiency validity or value due execution of this Agreement or any other instrument Loan Document, nor shall any Agent or document furnished pursuant heretoany of the Related Parties be obligated to make any inquiry respecting the performance by the Borrower of any of its Obligations hereunder or thereunder, (v) or to inspect the Properties, books or records of the Borrower. Each of the Agents 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 Agents shall in all cases be fully protected in acting, or sent by in refraining from acting, under this Agreement and the proper party or partiesother Loan Documents in accordance with a request of the Required Lenders (or, to the extent this Agreement requires a higher percentage, such higher percentage), and (vi) such request and any action taken or failure to act pursuant thereto shall have no responsibility be binding upon all the Lenders and all future holders of the Obligations. Each of the Agents shall be fully justified in failing or refusing to the Borrower or take any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations action under this Agreement or any other Loan Document; (B) the financial condition Document unless it shall first receive such advice or concurrence of the Borrower; Required Lenders (C) or, to the completeness or accuracy of any statements, representations or warranties made in or pursuant to extent this Agreement or any Loan Documentrequires a higher percentage, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (Dsuch higher percentage) 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 Documentas it deems appropriate.

Exculpation. Neither of the Agents Loan Administrator nor any of their respective its directors, officers, agents, employees or agents its sub-servicer shall be liable to any Lender or the Board for any action taken or omitted to be taken by it or by such directors, officers, agents or employees under or in connection with this Agreement or any other Loan Document, or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct or gross negligencemisconduct. Without limitation of the generality of the foregoing, each Agent the Loan Administrator: (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 to any Lender or the Board 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 statementsexcept as provided in Section 8.1, 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 Agreement, the Notes or any other Loan Document on the part of Group or 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 Borrowerany Obligor; (iii) except as otherwise provided in this Article VIII, (iv) shall not be responsible to any Lender or the Board for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, the Notes or any other Loan Document, or any other instrument or document furnished pursuant hereto, thereto; and (viv) shall incur no liability under or in respect of to this Agreement Agreement, the Notes or any other Loan Document by action acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelegram, facsimile transmission, cable or telex) in good faith 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 (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 Funding Agent 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 Funding Agent, and shall not be responsible to any Lender or Funding Agent, 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 151 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 or Funding Agent 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, the Bookrunner nor the Co-Arrangers 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)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, the Bookrunner nor the Co-Arrangers, 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 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 BorrowerLoan Parties), 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 any Loan Party 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, any Loan Party; (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 (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 of any Collateral or value of this Agreement Pledged Shares, nor shall the Collateral Agent or any other instrument Related Parties be obligated to make any inquiry respecting the performance by Borrower 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 or other instrument certificate, statement, or writing (which may be by telecopier) believed by it they believe to be genuine and signed to have been presented by a proper Person. The Collateral Agent shall not be responsible for the negligence 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 misconduct of any statements, representations such agents 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 attorneys-in-fact selected by it 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 of To the Agents nor extent permitted by applicable law, neither the General Partner or any Additional General Partner, the Investment Manager any of their respective directorsAffiliates, officersor any member, employees partner officer, director, employee or agents shareholder of the General Partner, any Additional General Partner, the Investment Manager or any of their respective Affiliates (individually, a “Party” and collectively, the “Parties”), shall be liable liable, responsible or accountable in damages or otherwise to the Partnership or any Lender of the Limited Partners for honest mistakes of judgment, or for losses due to such mistakes or due to the negligence, dishonesty or bad faith of any employee, broker or other agent of the Partnership, or for any action taken or omitted failure to be taken by it under this Agreement act in any way related to the Partnership or any other Loan Document, its business 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 affairs (including but not limited to (i) failure to obtain the lowest negotiated brokerage commission rates, or to combine or arrange orders so as to obtain the lowest commission rates with respect to any transaction on behalf of the Partnership, or failure to recapture, directly or indirectly, any brokerage commissions for the benefit of the Partnership, or (ii) claims, costs, expenses, damages or losses due to, including but not limited to, the bankruptcy, insolvency or suspension of normal business activities of any bank, brokerage firm or transfer agent holding assets of the Partnership, or due to the negligence, dishonesty, bad faith or malfeasance of any manager with whom the Partnership invests, either directly or indirectly, any Affiliate of any entity in which the Partnership invests, or any employee, broker or other agent of the Partnership), if such Party acted in good faith and in a manner it believed to be in, or not opposed to, the interests of the Partnership; provided, however, that such Party shall not be relieved of liability in respect of any loss, expense or damage caused by such Party’s actual fraud, bad faith or willful misconduct. The termination of any pending or threatened action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that a Party did not satisfy the standards for exculpation set forth in this Section 7.5. The General Partner may consult with legal counsel (including counsel for Legal Counsel, the Borrower), independent public accountants and other experts selected by it Auditors and/or the Accountants in respect to the Partnership’s affairs and shall not be liable for any action taken fully protected and justified in acting or omitted failing to be taken in good faith by it and act in accordance with the written or oral advice or opinion of such counselLegal Counsel, accountants the Auditors and/or the Accountants, provided that they have been selected with reasonable care, and provided further that the failure to obtain any such advice or experts, (ii) makes no warranty or representation to any Lender and opinion 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 evidence as to whether the performance, observance General Partner’s actions fall within or satisfaction of any of outside the terms, covenants or conditions scope 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 7.5.

Exculpation. Neither None of the Agents nor Administrative Agent or 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 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. None of the Administrative Agent 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 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), (b) the performance or observance of any of the covenants or agreements of any Obligor under the Loan Document; , including, without limitation, any agreement by an Obligor to furnish information directly to each Lender, (Bc) 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 Borrower; (C) Administrative Agent shall not obligate it to make any further inquiry or to take any action. The Administrative Agent shall be entitled to rely upon advice of counsel concerning legal matters and upon any notice, consent, certificate, statement or writing which the completeness or accuracy of any statements, representations or warranties made in or pursuant Administrative Agent believes 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 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 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 NYDOCS01/1357662.2 49 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 Agent nor any of their respective its directors, officers, employees shareholders, employees, attorneys or agents shall be liable to any Lender Bank for any action taken or omitted to be taken by it or any such Person under this Agreement or any other Loan Documentloan documents, or in connection herewith or therewith, including, without limitation, those acts or omissions attributable to the negligence of any such Person, except for its or their own willful misconduct or gross negligencenegligence (which shall be its or their own responsibility, as the case may be). Without limitation of limiting the generality of the foregoing, each Agent the 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 Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, Agreement or any other loan documents or any other document or instrument; (iii) except as otherwise expressly provided herein, 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 on the part of the Borrower or the existence at any time of other loan documents or any Default other document or Prepayment Event instrument or to inspect the any property (including including, without limitation, the books and records) of the Borrower, ; (iv) shall not be responsible to any Lender Bank or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, effectiveness or value of this Agreement or any other instrument loan documents or any other document furnished pursuant hereto, or instrument; and (v) shall incur no liability under or in respect of this Agreement or any other loan documents or any other document or instrument by action acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelegram, telecopies, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties, ; and (vi) shall have no not be responsible for the loan hereunder or for determining the highest lawful rate of interest, if any, that may be charged under all applicable usury laws, as applicable to any Bank, such determination being the sole responsibility to of each Bank. The provisions of this Section 8.2 shall survive the Borrower or any Lender on account termination of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement and/or the payment or assignment of any Loan Document; (B) the financial condition of the Borrower; (C) 's obligations to 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 DocumentBanks.

Exculpation. Neither of the Agents Agent nor any of their respective its 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 of 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 Agent shall not obligate any of them to make any further inquiry or value to take any action. The 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 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 Except as otherwise required by law, 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 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 and the officers of the Company (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 their respective directorsany 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, officersif applicable) in connection with the establishment, employees management or agents 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 claim, action, arbitration, suit or proceeding (iiieach, a "Claim") shall not have to enforce any duty to ascertain or to inquire as such liability, subject to the performanceforegoing exception in the case of Disabling Conduct, observance such Indemnified Person shall not, on account thereof, be held to any personal liability. Nothing contained herein shall restrict the Company in any way from exculpating the Investment Manager, the Placement Agent and their respective Affiliated Persons or satisfaction any distributor of Shares, officer, director, member, manager, employee, stockholder, assigns, representative or agent of any of the terms, covenants such Person from liability 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 indemnifying any of its obligations under this Agreement or any Loan Document; (B) such Persons as the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made Company may agree in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection writing 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 Persons.

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 willful misconduct gross negligence or gross negligence. Without limitation of the generality of the foregoingwilful misconduct, 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 or 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 238 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 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 of the Agents No 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 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 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 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 observance or performance of CHICAGO MERCANTILE EXCHANGE INC. 2008 CREDIT AGREEMENT any time obligations of the Company or any other Person other than such Agent, or for the truth or accuracy of any Default document provided to such Agent that such Agent has initially received from, or Prepayment Event that such Agent has prepared based upon information received from, the Company or to inspect the property any other Person, except for Collateral Agent’s responsibility under Section 10.8; (including the books c) makes no warranty or representation and records) of the Borrower, (iv) 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 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 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 directorsAffiliated Persons, officersor any officer, employees director, Partner, 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 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 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 Notwithstanding anything to the contrary contained in the Loan Documents (as hereinafter defined), the liability and obligation of the Agents nor any of their respective directors, officers, employees or agents shall be liable Borrower to any Lender for any action taken or omitted perform and observe and make good the obligations contained in the Loan Documents and to be taken by it under this Agreement or any other pay the 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 provisions of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender the Note and this Mortgage shall not be responsible to enforced by any action or proceeding wherein damages or any money judgment or any deficiency judgment or any judgment establishing any personal obligation or liability shall be sought, collected or otherwise obtained against the Borrower or against any past, present or future member, partner, officer, director or shareholder of the Borrower, as applicable, and the Lender for itself and its successors and assigns irrevocably waives any statementsand all right to sue for, warranties seek or representations (whether written demand any such damages, money judgment, defixxxncy judgment or oral) made in personal judgment against the Borrower or against any past, present or future member, partner, officer, director or shareholder of the Borrower, as applicable, under or by reason of or in connection with the Loan Documents and agrees to look solely to the security and collateral held under or in connection with the Loan Documents for the enforcement of such liability and obligation of the Borrower. Nothing contained in this AgreementParagraph 5.21 shall be construed (i) as preventing the Lender from naming the Borrower or any past, present or future member, partner, officer, director or shareholder of the Borrower, as applicable, in any action or proceeding brought by the Lender to enforce and to realize upon the security and collateral provided under or in connection with the Loan Documents so long as no judgment, order, decree or other relief in the nature of a personal or deficiency judgment or otherwise establishing any personal obligation shall be asked for, taken, entered or enforced against the Borrower or against any past, present or future member, partner, officer, director or shareholder of the Borrower, as applicable, in any such action or proceeding, or (ii) as modifying, qualifying or affecting in any manner whatsoever the lien and security interests created by this Mortgage and the other Loan Documents or the enforcement thereof by the Lender, or (iii) shall not have as modifying, qualifying or affecting in any duty to ascertain manner whatsoever the personal recourse undertakings, obligations and liabilities of the Borrower under Paragraph 3.23 of this Mortgage entitled "Hazardous Waste," or to inquire (iv) as to modifying, qualifying or affecting in any manner whatsoever the performancepersonal recourse undertakings, observance obligations and liabilities of Borrower under the Environmental Indemnity Agreement of even date herewith made by Borrower for the benefit of Lender, or satisfaction (v) as modifying, qualifying or affecting in any manner whatsoever the personal recourse liability of the Borrower for any claim arising out 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) following actions of the Borrower, : (iva) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency fraud 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 intentional misrepresentation 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 Affiliates (as such term is defined in the Loan Document; (BAgreement) 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 execution and delivery of the Note or any other Loan Document; Documents, (b) misapplication of security deposits under the Ground Lease, (c) collection of Rents (as such term is defined in the Assignment of Leases and Rents) under the Ground Lease more than one month in advance, (d) misapplication of casualty insurance proceeds or condemnation awards or Purchase Option sale proceeds under the Ground Lease, or (De) for any breach of Sections 5.10 or 6.11 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 Document.Agreement. 38

Exculpation. Neither Notwithstanding any provision to the contrary elsewhere in this Agreement or any of the Agents other Loan Documents, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any trust or fiduciary relationship with any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Neither the Agent nor any of their respective its directors, officers, employees or agents (collectively, the "Related Parties") shall be liable to any Lender Bank 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 , nor shall 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 Related Parties be responsible to for any Lender recitals or representations or warranties herein or therein, or for the due executioneffectiveness, legalityenforceability, validity, enforceability, genuineness, sufficiency or value due execution of this Agreement or any other instrument Loan Document, nor shall the Agent or document furnished pursuant heretoany of the Related Parties be obligated to make any inquiry respecting the performance by the Borrower of its obligations hereunder or thereunder, (v) or to inspect the Properties, books or records of the Borrower. 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 shall in all cases be fully protected in acting, or sent by in refraining from acting, under this Agreement and the proper party or partiesother Loan Documents in accordance with a request of the Required Banks (or, to the extent this Agreement requires a higher percentage, such higher percentage), and (vi) such request and any action taken or failure to act pursuant thereto shall have no responsibility be binding upon all the Banks and all future holders of the Obligations. The Agent shall be fully justified in failing or refusing to the Borrower or take any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations action under this Agreement or any other Loan Document; (B) the financial condition Document unless it shall first receive such advice or concurrence of the Borrower; Required Banks (C) or, to the completeness or accuracy of any statements, representations or warranties made in or pursuant to extent this Agreement or any Loan Documentrequires a higher percentage, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (Dsuch higher percentage) 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 Documentas it deems appropriate.

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 wilful 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 Obligors or the existence at any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the BorrowerObligors, (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 Obligors to perform any of its obligations under this Agreement or any other Loan Document; (B) the financial condition of the BorrowerObligors; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any other Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any other Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any other Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.. Successor The Facility Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, provided that any such resignation (i) shall be subject to the restrictions in the FEC Supplemental Assignment Agreement and (ii) shall not become effective until a successor Facility Agent has been appointed as provided in this Section 10.5 and such successor Facility Agent has accepted such appointment. If the Facility Agent at any time shall resign, the Majority Lenders shall, subject to the immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor to the Facility Agent which shall thereupon become such Facility Agent's successor hereunder (provided that the Majority Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages (being, in the case of any Lender whose Percentages differ as between Commitments, its Percentage across all Commitments) of the Loan, the right to become successor Facility Agent). If no successor Facility Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the Facility Agent's giving notice of resignation, then the Facility Agent may, on behalf of the Lenders, appoint a successor Facility Agent, which shall be one of the Lenders or a commercial banking institution having a combined capital and surplus of at least $1,000,000,000 (or the equivalent in other currencies), subject, in each case, to the consent of the Borrower (such consent not to be unreasonably withheld). Upon the acceptance of any appointment as Facility Agent hereunder by a successor Facility Agent, such successor Facility Agent shall be entitled to receive from the resigning Facility Agent such documents of transfer and assignment as such successor Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the resigning Facility Agent, and the resigning Facility Agent shall be discharged from its duties and obligations under this Agreement. After any resigning Facility Agent's resignation hereunder as the Facility Agent, the provisions of:

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 Document.herewith. D5

Exculpation. Neither of Except as may be required by applicable securities laws or other law, neither the Agents nor Managing Member or any Additional Managing Member, any of their respective directorsAffiliates, officersor any member, employees officer, director, employee or agents shareholder of the Managing Member, any Additional Managing Member, or any of their respective Affiliates (individually, a "Party" and collectively, the "Parties"), shall be liable liable, responsible or accountable in damages or otherwise to the Fund or any Lender of the Members for honest mistakes of judgment, or for losses due to such mistakes or due to the negligence, dishonesty or bad faith of any employee, broker or other agent of the Fund, or for any action taken or omitted failure to be taken by it under this Agreement act in any way related to the Fund or any other Loan Document, its business 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 affairs (including but not limited to (i) failure to obtain the lowest negotiated brokerage commission rates or other transaction costs, or to combine or arrange orders so as to obtain the lowest commission rates or other transaction costs with respect to any transaction on behalf of the Fund, or failure to recapture, directly or indirectly, any brokerage commissions or other transaction costs for the benefit of the Fund, or (ii) claims, costs, expenses, damages or losses due to, including but not limited to, the Bankruptcy, insolvency or suspension of normal business activities of any Investee Pool, bank, brokerage firm, custodian or transfer agent holding assets of the Fund, or due to the negligence, dishonesty, bad faith or malfeasance of any investment adviser with whom the Fund invests, either directly or indirectly, any Affiliate of any entity in which the Fund invests, or any employee, broker or other agent of the Fund), if such Party acted in good faith and in a manner it believed to be in, or not opposed to, the interests of the Fund; provided, however, that such Party shall not be relieved of liability in respect of any loss, expense or damage caused by such Party's actual fraud, gross negligence or wanton or willful misconduct. The termination of any pending or threatened action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that a Party did not satisfy the standards for exculpation set forth in this Section 7.5. The Managing Member may consult with legal counsel (including counsel for Legal Counsel and Accountants in respect to the Borrower), independent public accountants and other experts selected by it Fund's affairs and shall not be liable for any action taken fully protected and justified in acting or omitted failing to be taken in good faith by it and act in accordance with the written or oral advice or opinion of such counselLegal Counsel or Accountants, accountants provided that they have been selected with reasonable care, and provided further that the failure to obtain any such advice or experts, (ii) makes no warranty or representation to any Lender and opinion 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 evidence as to whether the performance, observance Managing Member's actions fall within or satisfaction of any of outside the terms, covenants or conditions scope 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 7.5.

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 The 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 by the Agent in good faith by it and in accordance connection with the Loan Documents, except for its own gross negligence, fraud or willful misconduct. The Agent shall be entitled to rely upon advice of counsel concerning legal matters, the advice of such counsel, independent public accountants or experts, (ii) makes no warranty or representation with respect to accounting matters and advice of other experts as to any Lender other matters and upon any Loan Document and any schedule, certificate, statement, report, notice or other writing which it reasonably believes to be genuine or to have been presented by a proper Person. Neither the Agent nor any of its Affiliates or any of its or their respective directors, officers, employees or agents shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection any way liable with this Agreementrespect to or for (a) any recitals, (iii) shall not have any duty to ascertain representations or to inquire as to the performancewarranties contained in, 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 sufficiency, effectiveness or value enforceability of this Agreement any Loan Document, 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 hereunder or in connection with this Agreement or any Loan Document; or herewith, (Db) the negotiationvalidity, executiongenuineness, perfection, priority, effectiveness, genuineness, validity, enforceability, admissibility in evidence existence, value or sufficiency enforcement of this Agreement any Collateral, or (c) except for its own gross negligence, fraud or willful misconduct, any action taken or omitted by it. The designation of U.S. Bank (or any successor thereto as Agent) as Agent hereunder shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, U.S. Bank (or such successor thereto) in its individual capacity as Lender hereunder. Any reference herein to any matter being “to the satisfaction of” or “satisfactory to” the Administrative Agent shall require the affirmative approval of the Required Lenders. At all times, the Administrative Agent shall follow the instructions of the Required Lenders unless a provision of a Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Documentexplicitly states otherwise.

Exculpation. Neither Notwithstanding any other terms of this Agreement, whether express or implied, or obligation at law or in equity, neither the Agents General Partner, nor any of the Management Company nor their respective directorsmembers, assignees, officers, employees employees, agents, former members, former assignees, former officers, former employees, former agents or agents Affiliates, nor Advisory Committee members in their capacities as Advisory Committee members, nor Limited Partners that designated a representative to serve on the Advisory Committee in their capacities as designating Limited Partners (individually, an “Exculpated Party” and collectively, the “Exculpated Parties”) shall be liable to any Lender a Limited Partner or the Partnership for any honest mistakes of judgment, or for action or inaction, taken or omitted reasonably and in good faith for a purpose that was reasonably believed to be taken by it under this Agreement or any other Loan Documentin the best interests of the Partnership, or in connection herewith for losses due to such mistakes, action or therewithinaction, except for its own willful misconduct or to the negligence, dishonesty, or bad faith of any employee, broker, or other agent of the Partnership, provided that such employee, broker, or agent was selected, engaged or retained and supervised with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10.13 shall not be construed so as to relieve (or attempt to relieve) any Exculpated Party of any liability by reason of recklessness, fraud, intentional wrongdoing or gross negligencenegligence (except that such exclusion for gross negligence shall not apply to liability arising out of or relating to the service of an Exculpated Person as a director, manager, officer, member or the equivalent of a person any securities of which the Partnership owns or has owned) or 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 10.13 and of Section 10.14 to the fullest extent permitted by law. Without limitation of the generality of the foregoing, each Agent (i) The General Partner 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, provided that such counsel and/or 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 been 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 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 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 Each Purchaser (for itself and for each account for which it is acquiring the Securities) has carefully reviewed any disclosure documents used in the transactions contemplated hereby and has been furnished with all other materials that it considers relevant to an investment in the Securities, has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of the transactions contemplated hereby, and no statement or printed material which is contrary to the disclosure documents has been made or given to the purchaser by or on behalf of the Company. Each Purchaser acknowledges and agrees that the Placement Agents nor any of their respective directorsshall have no liability or obligation (including without limitation, officers, employees for or agents shall be liable with respect to any Lender for any action taken losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or omitted to be taken disbursements incurred by it under this Agreement such Purchaser, the Company or any other Loan Documentperson or entity), whether in contract, tort or otherwise, to the Purchaser, or to any person claiming through such Purchaser, in respect of the transactions contemplated hereby. Each Purchaser acknowledges and agrees that the Placement Agents shall have no liability or obligation on or with respect to the accuracy or completeness, as of any date, of any information set forth in, or any omission from, any valuation or other materials that may have been provided or made available to the Purchaser in connection herewith with the transactions contemplated hereby. Each Purchaser is not relying upon, and has not relied upon, any statement, representation or therewithwarranty made by any person, including, without limitation, Xxxxx Xxxxxxx & Co. and Evercore Group L.L.C., 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 and warranties made contained in or pursuant the Agreement. Xxxxx Xxxxxxx & Co. and Evercore Group L.L.C. shall be a third-party beneficiary of, and shall be entitled to rely on, the representations and warranties described in 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 5.4.

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 NYDOCS02/877859.5 60 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 BorrowerLoan Parties), 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 any Loan Party 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, any Loan Party; (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 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 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 of the Agents nor any of their respective directors, officers, employees or agents No Member 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, (iii) obligations or affairs of the Company. Members 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 Directors, PennyMac Servicing, the Investment Manager, and its Affiliated Persons, or any duty to ascertain officer, director, member, manager, partner, shareholder, employee, consultant or to inquire as to the performance, observance or satisfaction agent 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 Company, any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Member 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 Member, 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 Company 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 Company or such Member, as the case may be (Dsuch conduct, “Disabling Conduct”). Subject to the foregoing, all such Persons shall look solely to the Assets (including, without limitation, the Unfunded Commitments) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency 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 Company. 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 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 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 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, Servicer or the existence at any time of any Default or Prepayment Event Originator or to inspect the property (including the books and records) of the BorrowerSeller, Servicer or any Originator; (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 Notwithstanding any provision in this Agreement to the contrary, it is agreed and understood that Purchaser shall look solely to the assets of Seller and Xxxxxxx Xxxxx 00 in the Agents nor event of any of their respective directors, officers, employees breach or agents shall be liable to any Lender for any action taken or omitted to be taken default by it Seller under this Agreement or any other Loan Documentbreach or default by Xxxxxxx Xxxxx 00 under the Xxxxxxx Xxxxx 00 Xxxxxxxx, and not to the assets of: (a) any Person which is a partner in Seller, or which otherwise owns or holds any ownership interest in connection herewith Seller, directly or therewithindirectly (each such partner or other holder or owner of any interest in Seller being referred to herein as a “Subtier Owner”); (b) any Person which is a member, except manager or partner in or otherwise owns or holds any ownership interest in any Subtier Owner, whether directly or indirectly; (c) any Person serving as an officer, director, employee or otherwise for its own willful misconduct or gross negligencein Seller; or (d) any Person serving as an officer, director, employee or otherwise for or in any Subtier Owner. Without limitation This Agreement is executed by one or more persons (the “Signatories”, whether one or more) of Seller and Xxxxxxx Xxxxx 00 solely in their capacities as representatives of the generality of Seller, Xxxxxxx Xxxxx 00 or a Subtier Owner and not in their own individual capacities. Purchaser hereby releases and relinquishes the foregoing, each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants Signatories from any and other experts selected by it and shall not be liable all personal liability for any action taken matters or omitted to be taken in good faith by it and in accordance with the advice claims 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 kind which arise under or in connection with or as a result of this Agreement. The foregoing release of liability shall be effective with respect to and shall apply to all claims against any members, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction managers and partners of any Subtier Owner regardless of whether such claims arise as a result of any liability which the Signatories may have as members, managers or partners of the termsSeller, 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 Xxxxxxx Xxxxx 00 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 DocumentSubtier Owner, 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.

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 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 100 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. 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 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 (NY) 18002/039/AMENDMENTS/hull.675.credit.agt.doc 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 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 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 Repayment Amount remaining unpaid of each Purchaser's Note or Notes bears to the aggregate Total Repayment Amount remaining unpaid of all Notes, 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 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 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 CHICAGO MERCANTILE EXCHANGE INC. 2004 CREDIT AGREEMENT 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 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 (viOTHER THAN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. Credit Agreement (First Lien) 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.104

Exculpation. Neither the General Partner, the Management Company, the tax matters partner or Partnership Representative, the members of the Agents nor any of Advisory Committee, and their respective directors, officers, employees employees, principals, managers, members, agents and affiliates (collectively, the “Covered Persons”) shall be liable, responsible or agents accountable in damages or otherwise to any Partner or the Partnership for honest mistakes of judgment, or for action or inaction, taken in good faith and in the reasonable belief that such action or inaction was in, or not opposed to, the best interest of the Partnership, or for losses due to such mistakes, action, or inaction, or to the negligence, dishonesty, or bad faith of any employee, broker, or other agent of the Partnership, provided that such employee, broker, or agent was selected and monitored with reasonable care. To the fullest extent permitted by law, no Covered Person shall be liable to the Partnership or any Lender for Partner 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 legal counsel (as to matters of law), or of accountants (as to matters of accounting), or of investment bankers, accounting firms, or other appraisers (as to matters of valuation), provided that any such counselprofessional or firm is selected and monitored with reasonable care. Notwithstanding any of the foregoing to the contrary, accountants or experts, (ii) makes no warranty or representation to any Lender the provisions of this paragraph 15.3 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 statementsliability by reason of such Covered Person’s commission of gross negligence, warranties willful misconduct, recklessness or representations (whether written or oral) made willful and material breach of the Agreement that results in or a material adverse effect to the Limited Partners; provided that members of the Advisory Committee, the Limited Partners of which such Persons are representatives, and any liquidator other than the General Partner shall be entitled to the benefit of exculpation under this paragraph 15.3 so long as such Person acted in connection with good faith. 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, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership, any of the termsPartner or any other Person bound by this Agreement, covenants or conditions of such Partner 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 Partnership, any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Partner 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 Partnership or any Partner 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, Partners 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 (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 Class A Lender or Funding Agent 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 misconduct, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or gross negligencereview. 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 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 Class A Lender or Funding Agent, and shall not be responsible to any Class A Lender or Funding Agent, for any statements, warranties or representations (whether written made by the Borrower or oral) made 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 Avolon, the Borrower Borrower, the Servicer 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 Avolon, the Borrower, the Servicer or any of their respective Affiliates; (ivd) shall not be responsible to any Class A Lender or Funding Agent 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; (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, parties and (vif) shall have in no responsibility event be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if 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 Administrative Agent has been advised of the Borrower; (C) likelihood of such loss or damage and regardless of the completeness or accuracy form 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 Documentaction.

Exculpation. Neither None of the Agents or the Co-Lead Arrangers 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 or any other Obligor of its obligations hereunder or under any other Loan Document. None of the Agents or the Co-Lead Arrangers nor any of their 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, (vb) the performance or observance of any of the covenants or agreements of any Obligor under any Loan Document, including any agreement by an Obligor 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 Agents, (d) the existence or possible existence of any Default or Event of Default, or (e) 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 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/SOLSTICE2/solstice.2.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. 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 Gestetner Notes (or otherwise) be a trustee for any Gestetner Purchaser or have any fiduciary obligation to any Gestetner Purchaser 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 Gestetner Purchaser for any action taken or omitted to be taken by it under this Agreement and the Gestetner 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 Gestetner Agency Agreement, the Gestetner 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 Gestetner 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 or other instrument certificate, statement, or writing (which may be by telecopier) believed by it they believe to be genuine and signed to have been presented by a proper Person. The Collateral Agent shall not be responsible for the negligence 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 misconduct of any statements, representations such agents 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 attorneys-in-fact selected by it 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 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.