Common use of Exculpatory Provisions Clause in Contracts

Exculpatory Provisions. The Administrative Agent shall not, and no officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall (i) be liable for any action lawfully taken or omitted to be taken by it under or in connection with this Agreement or any other Loan Document (except for its own gross negligence, willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its officers contained in this Agreement, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default.

Exculpatory Provisions. The (a) Neither the Administrative Agent shall notnor any of its directors, and no officers, directors, employees, agents, attorneys-in-fact agents or affiliates of the Administrative Agent, employees shall be (i) be liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document (except for its its, their or such Person’s own gross negligence, negligence or willful misconduct or bad faith) or, in the case of the Administrative Agent, the breach of its obligations expressly set forth in this Agreement), or (ii) be responsible in any manner to any of the Lenders Secured Parties for any recitals, statements, representations or warranties made by the Borrower or any of its officers contained in this Agreement, in any other Loan Document Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document document furnished in connection herewith, or for any failure of the Borrower or any of its officers to perform its obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article III. The Administrative Agent shall not be under any obligation to any Lender Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be deemed to have knowledge of any Early Termination Event unless the Administrative Agent has received notice of such Early Termination Event, in a document or other written communication titled “Notice of Early Termination Event” from the Borrower or a Secured Party. (b) Neither any Managing Agent nor any of its respective directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct or, in the case of a Managing Agent, the breach of its obligations expressly set forth in this Agreement), or (ii) responsible in any manner to the Administrative Agent or any Lender of the Secured Parties for any recitals, statements, representations or warranties made by the Borrower contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or for the value, validity, effectiveness, genuineness, validity, enforceability, collectibility enforceability or sufficiency of this Agreement or any other Loan Document document furnished in connection herewith, or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf failure of the Borrower to perform its obligations hereunder, or for the satisfaction of any condition specified in Article III. No Managing Agent shall be under any obligation to the Administrative Agent or any Lender or be required Secured Party to ascertain or to inquire as to the observance or performance or observance of any of the termsagreements or covenants contained in, conditionsor conditions of, provisionsthis Agreement, covenants or agreements contained to inspect the properties, books or records of the Borrower. No Managing Agent shall be deemed to have knowledge of any Early Termination Event unless such Managing Agent has received notice of such Early Termination Event, in a document or other written communication titled “Notice of Early Termination Event” from the Borrower, the Administrative Agent or a Secured Party. (c) None of the Administrative Agent, any Managing Agent or any Lender shall be deemed to have any fiduciary relationship with the Borrower or the Servicer under this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities creating any such fiduciary relationship shall be inferred from or in connection with this Agreement except as otherwise provided herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Defaultunder Applicable Law.

Exculpatory Provisions. The Administrative Agent shall not, and no officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall (i) be liable for any action lawfully taken or omitted to be taken by it under or in connection with this Agreement or any other Loan Document (except for its own gross negligence, willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its officers contained in this Agreement, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or of its Subsidiaries or any of its their respective officers contained in this Agreement, in any other Loan Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Credit Document or for any failure of the Borrower or any Subsidiary of its the Borrower or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of the BorrowerBorrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Administrative Neither any Lender Agent shall notnor any of its directors, and no officers, directors, employees, agents, attorneys-in-fact agents or affiliates of the Administrative Agent, employees shall be (i) be liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Transaction Document (except for its its, their or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders its related Lender for any recitals, statements, representations or warranties made by the Borrower or any of its officers the Servicer contained in this AgreementArticle IV, in any other Loan Transaction Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Transaction Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Transaction Document or any other document furnished in connection herewith or therewith, or for any failure of the Borrower or any of its officers the Servicer to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in this Agreement, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The Administrative No Lender Agent shall not be under any obligation to any its related Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan Transaction Document, or to inspect the properties, books or records of the BorrowerBorrower or the Servicer. The Administrative No Lender Agent shall not be responsible deemed to have knowledge of any Event of Default or Unmatured Event of Default unless such Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of has received notice from the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Defaultits related Lender.

Exculpatory Provisions. The Neither the Administrative Agent nor any of its Related Parties shall not, and no officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (ia) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Related Parties’ own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iib) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any of their respective officers contained in this Agreement, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Borrower or any Subsidiary of its the Borrower or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Subsidiary of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (ia) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Credit Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iib) be responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by the Borrower any Credit Party or any of its officers officer thereof contained in this Agreement, in Agreement or any other Loan Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document or for any failure of the Borrower any Credit Party or any of its officers other Person to perform its obligations hereunder or thereunder. The Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any bankruptcy or insolvency law or other similar law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any bankruptcy or insolvency law or other similar law. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Credit Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultCredit Party.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the a Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers Borrowers to perform its their respective obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person a Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the a Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of a Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Credit Agreement as “Syndication Agents” or “Joint Bookrunners” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement (except for its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Borrower, any other Loan Party or any of its officers officer thereof contained in this Agreement, in any other Loan Document or the Intercreditor and Collateral Agency Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement or for any failure of the Borrower or any of its officers other Loan Party to perform its obligations Obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or Agreement, any other Loan DocumentDocument or the Intercreditor and Collateral Agency Agreement, or to inspect the properties, books or records of the BorrowerBorrower or any other Loan Party. The Administrative Agent shall will not be responsible required to take any Lender for action that, in its opinion or the effectivenessopinion of its counsel, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the Lenders or by or on behalf avoidance of doubt, any action that may be in violation of the Borrower automatic stay under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the Administrative Agent entry of an order for relief or the appointment of a receiver, trustee, or other similar official for such Person or for any substantial part of such Person’s property or that may effect a forfeiture, modification or termination of property of a Defaulting Lender or be required to ascertain or inquire as to the performance or observance in violation of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Defaultsuch law.

Exculpatory Provisions. The (a) Neither the Administrative Agent shall notnor any of its directors, and no officers, directors, employees, agents, attorneys-in-fact agents or affiliates of the Administrative Agent, employees shall be (i) be liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document (except for its its, their or such Person’s own gross negligence, negligence or willful misconduct or bad faith) or, in the case of the Administrative Agent, the breach of its obligations expressly set forth in this Agreement), or (ii) be responsible in any manner to any of the Lenders Secured Parties for any recitals, statements, representations or warranties made by the Borrower or any of its officers contained in this Agreement, in any other Loan Document Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document document furnished in connection herewith, or for any failure of the Borrower or any of its officers to perform its obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article III. The Administrative Agent shall not be under any obligation to any Lender Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be deemed to have knowledge of any Early Termination Event unless the Administrative Agent has received notice of such Early Termination Event, in a document or other written communication titled “Notice of Early Termination Event” from the Borrower or a Secured Party. (b) Neither any Managing Agent nor any of its respective directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct or, in the case of a Managing Agent, the breach of its obligations expressly set forth in this Agreement), or (ii) responsible in any manner to the Administrative Agent or any Lender of the Secured Parties for any recitals, statements, representations or warranties made by the Borrower contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or for the value, validity, effectiveness, genuineness, validity, enforceability, collectibility enforceability or sufficiency of this Agreement or any other Loan Document document furnished in connection herewith, or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf failure of the Borrower to perform its obligations hereunder, or for the satisfaction of any condition specified in Article III. No Managing Agent shall be under any obligation to the Administrative Agent or any Lender or be required Secured Party to ascertain or to inquire as to the observance or performance or observance of any of the termsagreements or covenants contained in, conditionsor conditions of, provisionsthis Agreement, covenants or agreements contained herein to inspect the properties, books or therein or as to the use records of the proceeds of the Loans or of the existence or possible existence Borrower. No Managing Agent shall be deemed to have knowledge of any DefaultEarly Termination Event unless such Managing Agent has received notice of such Early Termination Event, in a document or other written communication titled “Notice of Early Termination Event” from the Borrower, the Administrative Agent or a Secured Party.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Credit Agreement as “Syndication Agent” or “Co-Documentation Agents” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the Base Indenture, this Agreement Supplement or any other Loan Related Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks or the Funding Agents for any recitals, statements, representations or warranties made by ABRCF, the Borrower Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrator or any of its officers officer thereof contained in this Agreement, in Supplement or any other Loan Related Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement Supplement or any other Loan Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Supplement, any other Related Document, or for any failure of the Borrower or any of its officers ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary or the Administrator to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender Non-Conduit Purchaser, any CP Conduit Purchaser, any APA Bank or any Funding Agent to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or Supplement, any other Loan Document, Related Document or to inspect the properties, books or records of ABRCF, the Borrower. The Administrative Agent shall not be responsible to any Lender for Lessors, the effectivenessLessees, genuinenessthe Permitted Sublessees, validity, enforceability, collectibility the Intermediary or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAdministrator.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the a Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers Borrowers to perform its their respective obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person a Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the a Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of a Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Agreement as “Co-Syndication Agents” or “Co-Documentation Agents” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

Exculpatory Provisions. The Administrative Neither any Agent shall not, and no nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Loan Party or any of its officers officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers Loan Party a party thereto to perform its obligations hereunder or thereunder. The Administrative Agent Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrowerany Loan Party. The Administrative Agent does not warrant, nor accept responsibility, nor shall not be responsible the Administrative Agent have any liability with respect to any Lender for the effectivenessadministration, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement submission or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent matter related to the Lenders rates in the definition of “SOFR”, or by “Term SOFR” or on behalf of with respect to any comparable or successor rate thereto including, without limitation, whether the Borrower to the Administrative Agent composition or any Lender or be required to ascertain or inquire as to the performance or observance characteristics of any of such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 2.14, will be similar to, or produce the termssame value or economic equivalence of, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultTerm SOFR.

Exculpatory Provisions. The Administrative Neither any Agent shall not, and no nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document Document, or in connection herewith or therewith, (except for x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence, negligence or willful misconduct or bad faith(such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or nor (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Loan Party or any of its officers officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of the Borrower or any of its officers Loan Party a party thereto to perform its obligations hereunder or thereunder. The Administrative Agent Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultParty.

Exculpatory Provisions. The Administrative Neither the Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or the Fronting Bank or by or on behalf of the Borrower to the Administrative Agent or any Lender or the Fronting Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans Advances or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Borrower. The Agent is not a trustee for the Lenders or the Fronting Bank and owes no fiduciary duty to the Lenders or the Fronting Bank.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Company or of its Subsidiaries or any of its their respective officers contained in this Agreement, in any other Loan Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Credit Document or for any failure of the Borrower Company or any Subsidiary of the Company or any of its their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of the BorrowerCompany or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Company or any of its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the a Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers Borrowers to perform its their respective obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person a Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the a Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of a Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Credit Agreement as “Syndication Agents” or “Joint Bookrunners” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its own gross negligence, willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Holdings or any of its Subsidiaries or any of their respective officers contained in this Agreement, in any other Loan Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or Agreement, any other Loan Credit Document or for any failure of the Borrower Holdings or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of the BorrowerHoldings or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Holdings and its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Administrative Neither the Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Borrower. The Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person's own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the a Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers Borrowers to perform its their respective obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person a Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the a Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of a Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Agreement as "Syndication Agent" or "Co-Documentation Agents" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

Exculpatory Provisions. The Administrative No Senior Managing Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower Holdings, any Subsidiary or any of its their respective officers contained in this Agreement, in any other Loan Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Senior Managing Agent under or in connection with, this Agreement or any other Loan Credit Document or for any failure of the Borrower Holdings or any Subsidiary or any of its their respective officers to perform its obligations hereunder or thereunder. The Administrative No Senior Managing Agent shall not be under any obligation to any Lender Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of the BorrowerHoldings or any Subsidiary. The Administrative No Senior Managing Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative any Senior Managing Agent to the Lenders Banks or by or on behalf of the Borrower to the Administrative any Senior Managing Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The (a) Neither the Administrative Agent shall notnor any of its directors, and no officers, directors, employees, agents, attorneys-in-fact agents or affiliates of the Administrative Agent, employees shall be (i) be liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document (except for its its, their or such Person’s own gross negligence, negligence or willful misconduct or bad faith) or, in the case of the Administrative Agent, the breach of its obligations expressly set forth in this Agreement), or (ii) be responsible in any manner to any of the Lenders Secured Parties for any recitals, statements, representations or warranties made by the Borrower or any of its officers contained in this Agreement, in any other Loan Document Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document document furnished in connection herewith, or for any failure of the Borrower or any of its officers to perform its obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article III. The Administrative Agent shall not be under any obligation to any Lender Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be deemed to have knowledge of any Event of Default unless the Administrative Agent has received notice of such Event of Default, in a document or other written communication titled “Notice of Event of Default” from the Borrower or a Secured Party. (b) Neither any Managing Agent nor any of its respective directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct or, in the case of a Managing Agent, the breach of its obligations expressly set forth in this Agreement), or (ii) responsible in any manner to the Administrative Agent or any Lender of the Secured Parties for any recitals, statements, representations or warranties made by the Borrower contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or for the value, validity, effectiveness, genuineness, validity, enforceability, collectibility enforceability or sufficiency of this Agreement or any other Loan Document document furnished in connection herewith, or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf failure of the Borrower to perform its obligations hereunder, or for the satisfaction of any condition specified in Article III. No Managing Agent shall be under any obligation to the Administrative Agent or any Lender or be required Secured Party to ascertain or to inquire as to the observance or performance or observance of any of the termsagreements or covenants contained in, conditionsor conditions of, provisionsthis Agreement, covenants or agreements contained to inspect the properties, books or records of the Borrower. No Managing Agent shall be deemed to have knowledge of any Event of Default unless such Managing Agent has received notice of such Event of Default, in a document or other written communication titled “Notice of Event of Default” from the Borrower, the Administrative Agent or a Secured Party. (c) None of the Administrative Agent, any Managing Agent or any Lender shall be deemed to have any fiduciary relationship with the Borrower under this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities creating any such fiduciary relationship shall be inferred from or in connection with this Agreement except as otherwise provided herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Defaultunder Applicable Law.

Exculpatory Provisions. The Administrative Neither the Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person's own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the a Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the a Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person a Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the a Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of a Borrower. The Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders.

Exculpatory Provisions. The Administrative Neither Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document Note or the Guaranty Agreement (except for its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its officers Borrower’s Subsidiaries or any office thereof contained in this Agreement, in Agreement or any other Loan Document Note or the Guaranty Agreement or in any certificate, certificate report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document Note or the Guaranty Agreement or for the value, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Note Guaranty Agreement, or for any failure of the Borrower or any of its officers to perform Borrower’s Subsidiaries its obligations hereunder or thereunder. The Administrative Agent shall not be under any no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement Agreement, the Notes, or any other Loan Documentthe Guaranty Agreement, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Borrower or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultBorrower’s Subsidiaries.

Exculpatory Provisions. The Administrative Neither the Agent shall not, and no nor any of its ---------------------- officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person in its capacity as Agent under or in connection with this Agreement or any the other Loan Document Credit Documents (except for its or such Person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower Holdings, any of its Subsidiaries or any of its their respective officers contained in this AgreementAgreement or the other Credit Documents, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Borrower Holdings or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any the other Loan DocumentDocuments, or to inspect the properties, books or records of the BorrowerHoldings or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower Holdings or any of its Subsidiaries to the Administrative Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Administrative Neither any applicable Lender Agent shall notnor any of its directors, and no officers, directors, employees, agents, attorneys-in-fact agents or affiliates of the Administrative Agent, employees shall be (i) be liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Transaction Document (except for its its, their or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders its related Lender for any recitals, statements, representations or warranties made by the Borrower or any of its officers the Servicer contained in this AgreementArticle IV, in any other Loan Transaction Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Transaction Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Transaction Document or any other document furnished in connection herewith or therewith, or for any failure of the Borrower or any of its officers the Servicer to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in this Agreement, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The Administrative Such Lender Agent shall not be under any obligation to any its related Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan Transaction Document, or to inspect the properties, books or records of the BorrowerBorrower or the Servicer. The Administrative Such Lender Agent shall not be responsible deemed to have knowledge of any Termination Event or Unmatured Termination Event unless such Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of has received notice from the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Defaultits related Lender.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower or any Subsidiary or any of its their respective officers contained in this Agreement, in any other Loan Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Credit Document or for any failure of the Borrower or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of the BorrowerBorrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower to the Administrative Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person's own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders.

Exculpatory Provisions. The Administrative Neither the Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document (Credit Documents except for its or such Person's own gross negligencenegligence or willful misconduct, willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its officers the Credit Parties contained in this Agreement, herein or in any of the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency herefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by the Borrower or any other Person Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Credit Parties.

Exculpatory Provisions. The Administrative No Agent shall notor Other Representative, and no or any of their officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (ia) be liable for any action lawfully taken or omitted to be taken by it such Person under or in connection with this Agreement or any other Loan Document (except for its own the gross negligence, negligence or willful misconduct of such Person or bad faithany of its officers, directors, employees, agents, attorneys-in-fact or Affiliates) or (iib) be responsible in any manner to any of the Lenders for (i) any recitals, statements, representations or warranties made by the any Borrower or any of its officers other Loan Party or any officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or any Other Representative under or in connection with, this Agreement or any other Loan Document Document, (ii) the value, validity, effectiveness, genuineness, enforceability or for sufficiency of this Agreement or any Notes or any other Loan Document, (iii) any failure of the Borrower or any of its officers other Loan Party to perform its obligations hereunder or thereunderunder any other Loan Document, (iv) the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, (v) the satisfaction of any of the conditions precedent set forth in Section 6, or (vi) the existence or possible existence of any Default or Event of Default. The Administrative No Agent or Other Representative shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Borrower or any other Loan Document or Party. Each Lender agrees that, except for any representationsnotices, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any reports and other documents in connection herewith or therewith expressly required to be furnished or made to the Lenders by the Administrative Agent to the Lenders hereunder or by or on behalf of the Borrower given to the Administrative Agent for the account of or with copies for the Lenders, the Agents and the Other Representatives shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Borrower or any Lender other Loan Party which may come into the possession of the Agents and the Other Representatives or be required to ascertain or inquire as to the performance or observance of any of the termstheir officers, conditionsdirectors, provisionsemployees, covenants agents, attorneys-in-fact or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAffiliates.

Exculpatory Provisions. The Administrative Each Funding Agent shall not, and no any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall not be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the Base Indenture, this Agreement Supplement or any other Loan Related Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders CP Conduit Purchasers and/or APA Banks for any recitals, statements, representations or warranties made by ABRCF, the Borrower Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrator, the Administrative Agent, or any of its officers officer thereof contained in this Agreement, in Supplement or any other Loan Related Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative such Funding Agent under or in connection with, this Agreement Supplement or any other Loan Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Supplement, any other Related Document, or for any failure of the Borrower or any of its officers ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrative Agent, or the Administrator to perform its obligations hereunder or thereunder. The Administrative Each Funding Agent shall not be under any obligation to any Lender CP Conduit Purchaser or any APA Bank in its CP Conduit Purchaser Group to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or Supplement, any other Loan Document, Related Document or to inspect the properties, books or records of ABRCF, the Borrower. The Administrative Agent shall not be responsible to any Lender for Lessors, the effectivenessLessees, genuinenessthe Permitted Sublessees, validitythe Intermediary, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to Agent, or the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAdministrator.

Exculpatory Provisions. The Administrative No Agent shall notor Other Representative, and no or any of their officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (ia) be liable for any action lawfully taken or omitted to be taken by it such Person under or in connection with this Agreement or any other Loan Document (except for its own the gross negligence, negligence or willful misconduct of such Person or bad faithany of its officers, directors, employees, agents, attorneys-in-fact or Affiliates) or (iib) be responsible in any manner to any of the Lenders for (i) any recitals, statements, representations or warranties made by the any Borrower or any of its officers other Loan Party or any officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or any Other Representative under or in connection with, this Agreement or any other Loan Document Document, (ii) the value, validity, effectiveness, genuineness, enforceability or for sufficiency of this Agreement or any Notes or any other Loan Document, (iii) any failure of the Borrower or any of its officers other Loan Party to perform its obligations hereunder or thereunderunder any other Loan Document, (iv) the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, (v) the satisfaction of any of the conditions precedent set forth in Section 6, or (vi) the existence or possible existence of any Default or Event of Default. The Administrative No Agent or Other Representative shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Borrower or any other Loan Document or Party. Each Lender agrees that, except for any representationsnotices, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any reports and other documents in connection herewith or therewith expressly required to be furnished or made to the Lenders by the Administrative Agent to or the Lenders Canadian Agent hereunder or by or on behalf of the Borrower given to the Administrative Agent or the Canadian Agent for the account of or with copies for the Lenders, the Agents and the Other Representatives shall not have any duty or responsibility to provide any Lender with any credit or be required to ascertain other information concerning the business, operations, property, condition (financial or inquire as to the performance otherwise), prospects or observance creditworthiness of any Borrower or any other Loan Party which may come into the possession of the termsAgents and the Other Representatives or any of their officers, conditionsdirectors, provisionsemployees, covenants agents, attorneys-in-fact or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAffiliates.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or affiliates of the Administrative Agent, Affiliates shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the Base Indenture, this Agreement Supplement or any other Loan Related Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks or the Funding Agents for any recitals, statements, representations or warranties made by ABRCF, the Borrower Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrator or any of its officers officer thereof contained in this Agreement, in Supplement or any other Loan Related Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement Supplement or any other Loan Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Supplement, any other Related Document, or for any failure of the Borrower or any of its officers ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary or the Administrator to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender Non-Conduit Purchaser, any CP Conduit Purchaser, any APA Bank or any Funding Agent to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or Supplement, any other Loan Document, Related Document or to inspect the properties, books or records of ABRCF, the Borrower. The Administrative Agent shall not be responsible to any Lender for Lessors, the effectivenessLessees, genuinenessthe Permitted Sublessees, validity, enforceability, collectibility the Intermediary or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAdministrator.

Exculpatory Provisions. The Administrative Neither the Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document (Credit Documents except for its or such Person’s own gross negligencenegligence or willful misconduct, willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its officers the Credit Parties contained in this Agreement, herein or in any of the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency herefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by the Borrower or any other Person Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Credit Parties.

Exculpatory Provisions. The Administrative No Arranger, Manager, Agent, Initial Lending Institution (with respect to the Initial Lending Institution Provisions), Managing Agent shall not, and no nor any of their respective officers, directors, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable to any other Arranger, Manager, Agent, Initial Lending Institution or Managing Agent for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithin breach of a duty owed to the party asserting liability) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Person or any of its officers officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Arrangers, the Managers, the Agents, the Managing Agents or, with respect to the Initial Lending Institution Provisions, the Initial Lending Institutions under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers Person party thereto to perform its obligations hereunder or thereunder. The Administrative Agent Neither the Agents, the Managers, the Arrangers, the Managing Agents nor the Initial Lending Institutions (with respect to the Initial Lending Institution Provisions) shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultPerson.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the Base Indenture or this Agreement or any other Loan Document Indenture Supplement (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks or the Funding Agents for any recitals, statements, representations or warranties made by the Borrower Issuer, the Administrator or any of its officers officer thereof contained in this Agreement, in Indenture Supplement or any other Loan Transaction Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement Indenture Supplement or any other Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture Supplement, any other Transaction Document, the Loan Document Note, the SUBI Certificates, the Sold Units or the Fleet Receivables or for any failure of the Borrower or any of its officers the Issuer, the Administrator, SPV, Holdings, the Origination Trust or the Servicer to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender Non-Conduit Purchaser, any CP Conduit Purchaser, any APA Bank or any Funding Agent to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or Indenture Supplement, any other Loan Transaction Document, the Loan Note, the SUBI Certificates, the Sold Units or the Fleet Receivables or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for Issuer, the effectivenessAdministrator, genuinenessSPV, validityHoldings, enforceability, collectibility the Origination Trust or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultServicer.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person in its capacity as Administrative Agent under or in connection with this Agreement or any the other Loan Document Credit Documents (except for its or such Person's own gross negligence, negligence or willful misconduct or bad faithas determined by a court of competent jurisdiction) or (ii) be responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower Borrower, any of its Subsidiaries or any of its their respective officers contained in this Agreement, in any Agreement or the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Credit Document or for any failure of the Borrower or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any the other Loan DocumentCredit Documents, or to inspect the properties, books or records of the BorrowerBorrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Neither the Managing Facility Agent, each Administrative Agent shall notAgent, and no nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (ia) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Purchase Document (except for its or such Person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iib) be responsible in any manner to any of the Lenders Purchasers for any recitals, statements, representations or warranties made by the Borrower Seller, the Servicer or Raytheon or any of its officers officer thereof contained in this Agreement, in Agreement or any other Loan Purchase Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Managing Facility Agent or either Administrative Agent under or in connection with, this Agreement or any other Loan Purchase Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Purchase Document or for any failure of the Borrower Seller, the Servicer or any of its officers Raytheon to perform its their respective obligations hereunder or thereunder. The Managing Facility Agent and each Administrative Agent shall not be under any obligation to any Lender Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions ofof (except delivery to it of items required by Section 5 hereof to be delivered to it), this Agreement or any other Loan Purchase Document, or to inspect the properties, books or records of the BorrowerSeller, the Servicer or Raytheon. The Without limiting the foregoing, the Old Administrative Agent shall not be responsible have any liability for (i) any action, or omission to any Lender for act, which is made in accordance with the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf instructions of the Borrower to the Administrative Managing Facility Agent or (ii) the failure to act if it has not received any Lender or be required to ascertain or inquire as to instructions from the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultManaging Facility Agent.

Exculpatory Provisions. The Neither the Administrative Agent nor any of its Related Parties shall not, and no officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (ia) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Related Parties’ own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iib) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any of their respective officers contained in this Agreement, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Borrower or any Subsidiary of its the Borrower or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentDocument (other than confirming delivery of items expressly required to be delivered to the Administrative Agent by the terms of the Loan Documents), or to inspect the properties, books or records of the Borrower or any Subsidiary of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default. Neither the Collateral Agent nor the Administrative Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Collateral Agent or the Administrative Agent be responsible or liable to the Creditors for any failure to monitor or maintain any portion of the Collateral.

Exculpatory Provisions. The Administrative Agent shall not, and no officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall (i) be liable for any action lawfully taken or omitted to be taken by it under or in connection with this Agreement or any other Loan Document (except for its own gross negligence, willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its officers contained in this Agreement, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans advances or of the existence or possible existence of any Default.

Exculpatory Provisions. The Administrative Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. No Agent shall not, and no or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document or any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such person’s own gross negligence, willful misconduct misconduct, bad faith or bad faithmaterial breach of the Loan Documents but in no event, to include any liability for special, indirect, consequential or punitive damages) or (ii) be responsible in any manner to any of the Lenders or the Borrower for (or have any duty to ascertain or acquire into) any recitals, statements, information, representations or warranties made by the Borrower any Obligor, any officer thereof or any of its officers Lender contained in this Agreement, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers Obligor a party thereto to perform its obligations hereunder or thereunderthereunder or the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Secured Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor. The Agents shall not (x) be subject to any fiduciary or other implied duties regardless of whether a Default or Event of Default has occurred and is continuing and (y) except as expressly set forth in the Loan Documents, have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its affiliates in any capacity. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultObligor.

Exculpatory Provisions. The Administrative Neither any Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates shall be (a) liable to any of the Administrative Agent, shall (i) be liable Class B Purchasers for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document of the Related Documents (except for its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iib) be responsible in any manner to any of the Lenders Class B Purchasers for any recitals, statements, representations or warranties made by AFC, either Seller, the Borrower Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, or the Trustee or any of its officers officer thereof contained in this Agreement, in any other Loan Document of the Related Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative an Agent under or in connection with, any of the Related Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document of the Related Documents or for any failure of AFC, either Seller, the Borrower Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, or any of its officers the Trustee to perform its obligations hereunder or thereunder. The Administrative No Agent shall not be under any obligation to any Lender Class B Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the other Loan DocumentRelated Documents, or to inspect the properties, books or records of AFC, either Seller, the Borrower. The Administrative Agent shall not be responsible to any Lender for Issuer, AmeriCredit, the effectivenessServicer, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to Agent, the Lenders Trust Collateral Agent, the Backup Servicer, or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultTrustee.

Exculpatory Provisions. The Administrative Agent shall not(i) None of the Collateral Agent, and no the Trustee or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates Related Persons shall be responsible or liable in any manner (A) to the Issuer or any of the Administrative Agent, shall (i) be liable its Related Persons for any action lawfully taken or omitted to be taken by it under or in connection with this Agreement in compliance herewith, (B) to any Secured Party or any other Loan Document (except for its own gross negligence, willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders Person for any recitals, statements, representations representations, warranties, covenants or warranties made by the Borrower or any of its officers agreements contained in this Agreement, Agreement or in any other Loan Indenture Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Collateral Agent under or in connection with, this Agreement or any Indenture Document, (C) to any Secured Party or any other Loan Document Person for the validity, effectiveness, adequacy, genuineness or enforceability of this Agreement or any Indenture Document, or any Lien purported to be created hereunder or under any Indenture Document, (D) to any Secured Party or any other Person for the validity or sufficiency of the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or (E) to any Secured Party or other Person for any failure of the Borrower or any of its officers Issuer to perform its obligations hereunder or thereunder. The Administrative of the Issuer to perform any of the Obligations. (ii) Notwithstanding anything to the contrary contained in this Agreement, (A) in no event shall the Trustee or the Collateral Agent be responsible for or have any obligation, duty or liability with respect to the creation, perfection, priority, maintenance, protection or enforcement of any Lien on, security interest in, pledge or other encumbrance involving or relating to the Collateral or any other assets, properties or rights of the Issuer, (B) none of the Trustee or the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens in the Collateral and (C) none of the Trustee or the Collateral Agent shall be under any obligation to any Lender Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books properties or records of the BorrowerIssuer. The Administrative permissive rights of the Collateral Agent to do things enumerated in this Agreement shall not be responsible construed as a duty or obligation. The Collateral Agent may rely conclusively on any Opinions of Counsel rendered to the Collateral Agent under the Indenture in determining any Lender necessary or desirable actions under this Agreement. Notwithstanding anything to the contrary herein, the Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account and the effectivenessCollateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. None of the Collateral Agent or the Trustee shall be liable for failure to demand, genuineness, validity, enforceability, collectibility collect or sufficiency realize upon any of this Agreement the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Issuer or any other Loan Document Person or for any representations, warranties, recitals or statements made by to take any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates action whatsoever with regard to the Collateral or any other documents in connection herewith or therewith furnished or made by the Administrative Agent part thereof. (iii) Notwithstanding anything to the Lenders or by or on behalf contrary contained herein, none of the Borrower to Collateral Agent, the Administrative Agent Trustee or any Lender of their respective officers, directors, employees, agents, attorneys-in-fact, or Related Persons shall be required to ascertain exonerated from any liability arising from its or inquire their own gross negligence or willful misconduct, as to the performance or observance finally determined by a court of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Defaultcompetent jurisdiction.

Exculpatory Provisions. The Administrative In each case, in the absence of gross negligence or willful misconduct, no Agent shall notnor any of its affiliates, and no nor any of their respective officers, directors, employees, agents, agents or attorneys-in-fact or affiliates of the Administrative (each such person, an “Agent-Related Person”), shall (i) be liable for any action lawfully taken or omitted to be taken by it under or in connection herewith or in connection with this Agreement or any of the other Loan Document Documents (except for its own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders Lender Party for any recitals, statements, representations or warranties made by any of the Borrower Parties contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Documents or in any certificate, report, document, financial statement or other document written or oral statement referred to or provided for in, or received by the Administrative such Agent under or in connection with, this Agreement herewith or any in connection with the other Loan Document Documents, or enforceability or sufficiency therefor of any of the other Loan Documents, or for any failure of the any Borrower or any of its officers Party to perform its obligations hereunder or thereunder. The Administrative Agent In each case, in the absence of gross negligence or willful misconduct, no Agent-Related Person shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person Borrower Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent Agent-Related Person to the Lenders or by or on behalf of the Borrower Parties to the Administrative Agent Agent-Related Person or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any DefaultPotential Default or Event of Default or to inspect the properties, books or records of the Borrower Parties. Except insofar as the Administrative Agent holds the security interests and Lien created pursuant to the Collateral Document in trust for the Secured Parties, the Agents are not trustees for the Lenders and owe no fiduciary duty to the Lenders. Each Lender Party recognizes and agrees that the Administrative Agent shall not be required to determine independently whether the conditions described in Sections 6.2(a) or 6.2(b) have been satisfied and, when the Administrative Agent disburses funds to Borrowers or the Letter of Credit Issuer causes Letters of Credit to be issued or accepts any Qualified Borrower Guaranties, it may rely fully upon statements contained in the relevant requests by a Borrower Party.

Exculpatory Provisions. The Administrative Neither the Agent shall notnor any of its directors, and no officers, directors, employees, agents, attorneys-in-fact agents or affiliates of the Administrative Agent, employees shall be (i) be liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document (except for its its, their or such Person’s own gross negligence, negligence or willful misconduct or bad faithor, in the case of the Agent, the breach of its obligations expressly set forth in this Agreement) or (ii) be responsible in any manner to any of the Lenders Secured Parties for any recitals, statements, representations or warranties made by any Borrower, the Borrower Representative, the Property Manager, the Back-Up Manager, the Sponsor or any of its officers contained other party in this Agreement, Agreement or in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document to which it is a party for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of any Borrower, the Borrower Representative, any Guarantor, the Property Manager, the Back-Up Manager or any of its officers Sponsor to perform its any of their respective obligations hereunder or thereunderany Loan Document, or for the satisfaction of any condition specified herein or therein. The Administrative Agent shall not be under any obligation to any Lender Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of any Borrower, the Borrower. The Administrative Agent shall not be responsible to Borrower Representative, any Lender for Guarantor, the effectivenessProperty Manager, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement the Back-Up Manager or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultSponsor.

Exculpatory Provisions. The Administrative Neither the Global Agent nor any of its Related Parties shall not, and no officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (ia) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Related Parties’ own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iib) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Parent, the Borrowers or any of its their Subsidiaries or any of their respective officers contained in this Agreement, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Global Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Parent, any Borrower or any Subsidiary of its the Borrowers or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Global Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of the Parent, any Borrower or any Subsidiary of any Borrower. The Administrative Global Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Global Agent to the Lenders or by or on behalf of the Borrower Parent, the Borrowers or any of their Subsidiaries to the Administrative Global Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Administrative Agent shall not, and no None of the Agents or any Other Representative nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (ia) be liable for any action lawfully taken or omitted to be taken by it such Person under or in connection with this Agreement or any other Loan Document (except for its own the gross negligence, negligence or willful misconduct of such Person or bad faithany of its officers, directors, employees, agents, attorneys-in-fact or Affiliates as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (iib) be responsible in any manner to any of the Lenders for (i) any recitals, statements, representations or warranties made by Holdings, the Parent Borrower or any of its officers other Loan Party or any officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents or any Other Representative under or in connection with, this Agreement or any other Loan Document Document, (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Notes or any other Loan Document, (iii) for any failure of Holdings, the Parent Borrower or any of its officers other Loan Party to perform its obligations hereunder or thereunderunder any other Loan Document, (iv) the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, (v) the satisfaction of any of the conditions precedent set forth in Section 6, or (vi) the existence or possible existence of any Default or Event of Default. The Administrative Agent Neither the Agents nor any Other Representative shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Holdings, the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Parent Borrower or any other Loan Document Party. Each Lender agrees that, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agents hereunder or given to the Agents for the account of or with copies for the Lenders, the Agents and the Other Representatives shall not have any representationsduty or responsibility to provide any Lender with any credit or other information concerning the business, warrantiesoperations, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any property, condition (financial or other statementsotherwise), instrumentsprospects or creditworthiness of Holdings, reports, certificates any Borrower or any other documents in connection herewith or therewith furnished or made by Loan Party which may come into the Administrative Agent to the Lenders or by or on behalf possession of the Borrower to Agents and the Administrative Agent Other Representatives or any Lender of their officers, directors, employees, agents, attorneys-in-fact or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAffiliates.

Exculpatory Provisions. The Administrative Each Funding Agent shall not, and no any of its officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or affiliates of the Administrative Agent, Affiliates shall not be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the Base Indenture, this Agreement Supplement or any other Loan Related Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders CP Conduit Purchasers and/or APA Banks for any recitals, statements, representations or warranties made by ABRCF, the Borrower Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrator, the Administrative Agent, or any of its officers officer thereof contained in this Agreement, in Supplement or any other Loan Related Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative such Funding Agent under or in connection with, this Agreement Supplement or any other Loan Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Supplement, any other Related Document, or for any failure of the Borrower or any of its officers ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrative Agent, or the Administrator to perform its obligations hereunder or thereunder. The Administrative Each Funding Agent shall not be under any obligation to the CP Conduit Purchaser or any Lender APA Bank in its CP Conduit Purchaser Group to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or Supplement, any other Loan Document, Related Document or to inspect the properties, books or records of ABRCF, the Borrower. The Administrative Agent shall not be responsible to any Lender for Lessors, the effectivenessLessees, genuinenessthe Permitted Sublessees, validitythe Intermediary, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to Agent, or the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAdministrator.

Exculpatory Provisions. The Administrative Agent shall not, and no None of the Agents or any Other Representative nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (ia) be liable for any action lawfully taken or omitted to be taken by it such Person under or in connection with this Agreement or any other Loan Document (except for its own the gross negligence, negligence or willful misconduct of such Person or bad faithany of its officers, directors, employees, agents, attorneys-in-fact or Affiliates) or (iib) be responsible in any manner to any of the Lenders for (i) any recitals, statements, representations or warranties made by the Holdings, any Borrower or any of its officers other Loan Party or any officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents or any Other Representative under or in connection with, this Agreement or any other Loan Document Document, (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Notes or any other Loan Document, (iii) for any failure of the Holdings, any Borrower or any of its officers other Loan Party to perform its obligations hereunder or thereunderunder any other Loan Document, (iv) the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, (v) the satisfaction of any of the conditions precedent set forth in Section 6, or (vi) the existence or possible existence of any Default or Event of Default. The Administrative Agent Neither the Agents nor any Other Representative shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to Holdings, any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Borrower or any other Loan Document or Party. Each Lender agrees that, except for any representationsnotices, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any reports and other documents in connection herewith or therewith expressly required to be furnished or made to the Lenders by the Administrative Agent or the Canadian Agent hereunder or given to the Lenders Agents for the account of or by with copies for the Lenders, the Agents and the Other Representatives shall not have any duty or on behalf responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of Holdings, any Borrower or any other Loan Party which may come into the possession of the Borrower to Agents and the Administrative Agent Other Representatives or any Lender of their officers, directors, employees, agents, attorneys-in-fact or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAffiliates.

Exculpatory Provisions. The None of the Administrative Agent shall not, and no or any Other Representative nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (ia) be liable for any action lawfully taken or omitted to be taken by it such Person under or in connection with this Agreement or any other Loan Document (except for its own the gross negligence, negligence or willful misconduct of such Person or bad faithany of its officers, directors, employees, agents, attorneys-in-fact or Affiliates) or (iib) be responsible in any manner to any of the Lenders for (i) any recitals, statements, representations or warranties made by the Borrower or any of its officers other Loan Party or any officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or any Other Representative under or in connection with, this Agreement or any other Loan Document Document, (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Notes or any other Loan Document, (iii) for any failure of the Borrower or any of its officers other Loan Party to perform its obligations hereunder or thereunderunder any other Loan Document, (iv) the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, (v) the satisfaction of any of the conditions precedent set forth in Article V, or (vi) the existence or possible existence of any Default or Event of Default. The Neither the Administrative Agent nor any Other Representative shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Borrower or any other Loan Document or Party. Each Lender agrees that, except for any representationsnotices, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any reports and other documents in connection herewith or therewith expressly required to be furnished or made to the Lenders by the Administrative Agent to the Lenders hereunder or by or on behalf of the Borrower given to the Administrative Agent for the account of or with copies for the Lenders, the Administrative Agent and the Other Representatives shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any Lender other Loan Party which may come into the possession of the Administrative Agent and the Other Representatives or be required to ascertain or inquire as to the performance or observance of any of the termstheir officers, conditionsdirectors, provisionsemployees, covenants agents, attorneys-in-fact or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAffiliates.

Exculpatory Provisions. The Administrative Each Funding Agent shall not, and no any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall not be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the Base Indenture or this Agreement or any other Loan Document Indenture Supplement (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders CP Conduit Purchasers and/or APA Banks for any recitals, statements, representations or warranties made by the Borrower Issuer, the Administrator, the Administrative Agent, or any of its officers officer thereof contained in this Agreement, in Indenture Supplement or any other Loan Transaction Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative such Funding Agent under or in connection with, this Agreement Indenture Supplement or any other Loan Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture Supplement, any other Transaction Document, or for any failure of the Borrower or any of its officers the Issuer, the Administrator, SPV, Holdings, the Origination Trust, the Servicer or the Administrative Agent to perform its obligations hereunder or thereunder. The Administrative Each Funding Agent shall not be under any obligation to the CP Conduit Purchaser or any Lender APA Bank in its CP Conduit Purchaser Group to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or Indenture Supplement, any other Loan Transaction Document, the Loan Note, the SUBI Certificates, the Sold Units or the Fleet Receivables or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for Issuer, the effectivenessAdministrator, genuinenessSPV, validityHoldings, enforceabilitythe Origination Trust, collectibility the Servicer or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAgent.

Exculpatory Provisions. The None of the Administrative Agent shall not, and no or any Other Representative nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (ia) be liable for any action lawfully taken or omitted to be taken by it such Person under or in connection with this Agreement or any other Loan Document (except for its own the gross negligence, negligence or willful misconduct of such Person or bad faithany of its officers, directors, employees, agents, attorneys-in-fact or Affiliates) or (iib) be responsible in any manner to any of the Lenders for (i) any recitals, statements, representations or warranties made by the Borrower or any of its officers other Loan Party or any officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or any Other Representative under or in connection with, this Agreement or any other Loan Document Document, (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Term Loan Notes or any other Loan Document, (iii) for any failure of the Borrower or any of its officers other Loan Party to perform its obligations hereunder or thereunderunder any other Loan Document, (iv) the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, (v) the satisfaction of any of the conditions precedent set forth in Section 5, or (vi) the existence or possible existence of any Default or Event of Default. The Neither the Administrative Agent nor any Other Representative shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Borrower or any other Loan Document or Party. Each Lender agrees that, except for any representationsnotices, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any reports and other documents in connection herewith or therewith expressly required to be furnished or made to the Lenders by the Administrative Agent to the Lenders hereunder or by or on behalf of the Borrower given to the Administrative Agent for the account of or with copies for the Lenders, the Administrative Agent and the Other Representatives shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any Lender other Loan Party which may come into the possession of the Administrative Agent and the Other Representatives or be required to ascertain or inquire as to the performance or observance of any of the termstheir officers, conditionsdirectors, provisionsemployees, covenants agents, attorneys-in-fact or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAffiliates.

Exculpatory Provisions. The Administrative Agent No Agent-Related Person shall not, and no officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (ia) be liable for any action lawfully taken or omitted to be taken by it under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its such Person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iib) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its officers the Credit Parties contained in this Agreement, herein or in any of the other Loan Document Credit Documents or in any certificate, report, document, financial statement or other document written or oral statement referred to or provided for in, or received by the Administrative Agent an Agent-Related Person under or in connection withherewith or in connection with the other Credit Documents, or the enforceability or sufficiency of this Credit Agreement or any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers Credit Parties to perform its their obligations hereunder or thereunder. The Administrative Agent No Agent-Related Person shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person the Credit Parties in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent an Agent-Related Person to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent an Agent-Related Person or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Credit Parties. No Agent-Related Person is a trustee for the Lenders or owes any fiduciary duty to the Lenders.

Exculpatory Provisions. The Administrative Neither the Agent shall not, and no nor any of its officers, ---------------------- directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Borrower, any Subsidiary or any of its officers other Obligor or any officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Notes or any other Loan Document or for any failure of the Borrower Borrower, any Subsidiary or any of its officers other Obligor to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to , any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Subsidiary or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultObligor.

Exculpatory Provisions. The Administrative Agent shall not, and no None of the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower Company, any Subsidiary of the Company or any of its their respective officers contained in this Agreement, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative such Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Borrower Company or any Subsidiary of the Company or any of its their respective officers to perform its obligations hereunder or thereunder. The Administrative No Agent shall not be under any obligation to any Lender Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of the BorrowerCompany or any Subsidiary of the Company. The Administrative No Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative such Agent to the Lenders Banks or by or on behalf of the any Borrower to the Administrative such Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person's own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Agreement as "Syndication Agent" or "Co-Documentation Agent" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

Exculpatory Provisions. The None of the Administrative Agent shall not, and no or any Other Representative nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (ia) be liable for any action lawfully taken or omitted to be taken by it such Person under or in connection with this Agreement or any other Loan Document (except for its own the gross negligence, negligence or willful misconduct of such Person or bad faithany of its officers, directors, employees, agents, attorneys-in-fact or Affiliates) or (iib) be responsible in any manner to any of the Lenders for (i) any recitals, statements, representations or warranties made by the any Borrower or any of its officers other Loan Party or any officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or any Other Representative under or in connection with, this Agreement or any other Loan Document Document, (ii) the value, validity, effectiveness, genuineness, enforceability or for sufficiency of this Agreement or any Notes or any other Loan Document, (iii) any failure of the any Borrower or any of its officers other Loan Party to perform its obligations hereunder or thereunderunder any other Loan Document, (iv) the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, (v) the satisfaction of any of the conditions precedent set forth in Section 6, or (vi) the existence or possible existence of any Default or Event of Default. The Neither the Administrative Agent nor any Other Representative shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Borrower or any other Loan Document or Party. Each Lender agrees that, except for any representationsnotices, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any reports and other documents in connection herewith or therewith expressly required to be furnished or made to the Lenders by the Administrative Agent to the Lenders hereunder or by or on behalf of the Borrower given to the Administrative Agent for the account of or with copies for the Lenders, the Administrative Agent and the Other Representatives shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Borrower or any Lender other Loan Party which may come into the possession of the Administrative Agent and the Other Representatives or be required to ascertain or inquire as to the performance or observance of any of the termstheir officers, conditionsdirectors, provisionsemployees, covenants agents, attorneys-in-fact or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAffiliates.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the a Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers Borrowers to perform its their respective obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person a Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the a Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of a Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Credit Agreement as “Syndication Agent” or “Joint Bookrunners” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

Exculpatory Provisions. The Neither the Administrative Agent nor any of its Related Parties shall not, and no officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (ia) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Related Parties’ own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iib) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Borrowers or any of its their Subsidiaries or any of their respective officers contained in this Agreement, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Borrower Borrowers or any Subsidiary or any of its their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the BorrowerBorrowers or any Subsidiary. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Borrowers or any of their Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Administrative Neither any Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders for for, or have any duty to ascertain or inquire into, any recitals, statements, representations or warranties made by the Borrower any Loan Party or any of its officers officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers Loan Party a party thereto to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. Without limiting the Borrower. The Administrative generality of the foregoing, the Agent shall not be responsible for or have any duty to any Lender for ascertain or inquire into (i) the effectiveness, genuineness, validity, enforceability, collectibility effectiveness or sufficiency genuineness of this Agreement or any other Loan Document agreement, instrument or for document, or the creation, perfection or priority of any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made Lien purported to be created by the Administrative Agent to Security Documents or (ii) the Lenders value or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance sufficiency of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultCollateral.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Credit Agreement as “Syndication Agents” or “Joint Bookrunners” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the a Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers Borrowers to perform its their respective obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person a Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the a Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of a Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Credit Agreement as “Syndication Agent” or “Co-Documentation Agents” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

Exculpatory Provisions. The Administrative Agent shall not, and no officers, directors, employees, agents, attorneys-in-fact or affiliates None of the Administrative Agent, -Related Persons shall be (i) be liable for any action lawfully taken or omitted to be taken by it any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Loan Party or any of its officers officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent any Agent-Related Person under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers Loan Party to perform its obligations hereunder or thereunder. The Administrative Agent No Agent-Related Person shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrowerany Loan Party. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf maintain a record of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds principal amount of the Loans or and L/C Obligations from time to time outstanding and the respective amounts thereof owing to each Lender. Any records maintained by any Agent-Related Person setting forth the names and addresses of the existence or possible existence Lenders and the Commitments of, and the principal amount of any Defaultthe Loans owing to, each Lender from time to time shall be conclusive, in the absence of manifest error.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Loan Party or any of its officers officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers Loan Party a party thereto to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. Without limiting the Borrower. The foregoing, the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce compliance with the provisions hereof relating to Disqualified Lenders and, without limiting the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Lender for the effectivenessDisqualified Lender, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements in each case made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultLender.

Exculpatory Provisions. The Administrative Each Funding Agent shall not, and no any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall not be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the Base Indenture, this Agreement Supplement or any other Loan Related Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders CP Conduit Purchasers and/or APA Banks for any recitals, statements, representations or warranties made by ABRCF, the Borrower Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrator, the Administrative Agent, or any of its officers officer thereof contained in this Agreement, in Supplement or any other Loan Related Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative such Funding Agent under or in connection with, this Agreement Supplement or any other Loan Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Supplement, any other Related Document, or for any failure of the Borrower or any of its officers ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrative Agent, or the Administrator to perform its obligations hereunder or thereunder. The Administrative Each Funding Agent shall not be under any obligation to the CP Conduit Purchaser or any Lender APA Bank in its CP Conduit Purchaser Group to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or Supplement, any other Loan Document, Related Document or to inspect the properties, books or records of ABRCF, the Borrower. The Administrative Agent shall not be responsible to any Lender for Lessors, the effectivenessLessees, genuinenessthe Permitted Sublessees, validitythe Intermediary, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to Agent, or the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAdministrator.

Exculpatory Provisions. The Administrative Neither Agent shall not, and no officersnor any of its shareholders, directors, employeesofficers, agents, attorneys-in-fact employees or affiliates agents shall be liable in any manner to any of the Administrative Agent, shall (i) be liable Lenders for any action lawfully taken, omitted to be taken or suffered in good faith by it or them under any of the Loan Documents or in connection therewith, or be responsible for the consequences of any oversight or error of judgment, except for losses due to gross negligence or willful misconduct of such Agent, shareholder, director, officer, employee or agent. Without limiting the generality of the foregoing sentence of this Section 10.8, under no circumstances shall the Agent be subject to any liability to any Lender on account of any action taken or omitted to be taken by it under such Agent in compliance with the direction of the Requisite Lenders or in connection with this Agreement or any other Loan Document (except all of the Lenders, as the case may be as provided for its own gross negligence, willful misconduct or bad faith) or (ii) hereunder. Agent shall not be responsible in any manner to any of the Lenders for the due execution, effectiveness, genuineness, validity or enforceability, perfection or recording of this Agreement, any of the Notes, any of the other Loan Documents or for any certificate, report or other document used under or in connection with this Agreement or any of the other Loan Documents, or for the truth or accuracy of any recitals, statements, warranties or representations or warranties made by the Borrower or any of its officers contained in this Agreement, in any other Loan Document herein or in any certificate, report, statement report or other document referred at any time hereafter furnished or purporting to have been furnished to it by or provided for inon behalf of a Borrower, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document Person, or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance by Borrowers, or any other Person of any of the termscovenants, conditionsagreements or conditions set forth in this Agreement, provisions, covenants the Notes or agreements contained herein or therein any of the other Loan Documents or as to the use of any moneys lent hereunder or thereunder. Agent shall not be obligated to take any action or refrain from taking any action under any Loan Document that might, in its judgment, involve it in any expense or liability until it shall have been indemnified to its satisfaction by or received an agreement to indemnify from each Person which such Agent reasonably believes may be an intended recipient of such distribution. If a court of competent jurisdiction shall adjudge that any amount received and distributed by the proceeds Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the Loans amount so adjudged to be repaid or of shall pay over the existence or possible existence of any Defaultsame in such manner and to such Persons as shall be determined by such court.

Exculpatory Provisions. The Administrative Agent shall not, and no officers, directors, employees, agents, attorneys-in-fact or affiliates Neither of the Administrative Agent, Agents nor any of its Related Parties shall be (ia) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Related Parties’ own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iib) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any of their respective officers contained in this Agreement, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the such Administrative Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Borrower or any Subsidiary of its the Borrower or any of their respective officers to perform its obligations hereunder or thereunder. The Neither Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentDocument (other than confirming delivery of items expressly required to be delivered to such Administrative Agent by the terms of the Loan Documents), or to inspect the properties, books or records of the Borrower or any Subsidiary of the Borrower. The Neither Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the such Administrative Agent to the Lenders or by or on behalf of the Borrower or any of its Subsidiaries to the such Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default. Neither the Collateral Agent nor any Administrative Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Collateral Agent or any Administrative Agent be responsible or liable to the Creditors for any failure to monitor or maintain any portion of the Collateral.

Exculpatory Provisions. The Administrative Neither the Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement Agreement, the Mortgages or any other Loan Document Restructuring Documents (except for its or such Person's own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower Partnership, Xxxxxx, the Partners, or any Affiliate of its officers any of the foregoing entities (collectively, the "Partnership Group")) or any officer thereof contained in this Agreement, in the Mortgages or any other Loan Restructuring Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement Agreement, the Mortgages or any other Loan Restructuring Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Mortgages or any other Restructuring Document or for any failure of any member of the Borrower or any of its officers Partnership Group to perform its obligations hereunder under this Agreement, the Mortgages or thereunderany other Restructuring Document or Partnership Document. The Administrative Agent shall not be under any obligation to any Lender Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement Agreement, the Mortgages or any other Loan Restructuring Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf member of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultPartnership Group.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its affiliates or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (ia) be liable for any action lawfully taken or omitted to be taken by it or such person in its capacity as Administrative Agent under or in connection with this Agreement or any the other Loan Document Credit Documents (except for its own gross negligence, negligence or willful misconduct or bad faithas determined by a court of competent jurisdiction in a final and non-appealable decision) or (iib) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower US Borrower, any of its Subsidiaries or any of its their respective officers contained in this AgreementAgreement or the other Credit Documents, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Borrower US Borrower, any of its Subsidiaries or any of its their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any the other Loan DocumentDocuments, or to inspect the properties, books or records of the BorrowerUS Borrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the US Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Loan Party or any of its officers officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers Loan Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrowerany Loan Party. The Administrative Agent shall not be responsible or have any liability for, or have any duty to any Lender for ascertain, inquire into, monitor or enforce, compliance with the effectivenessprovisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent shall not (x) be obligated to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain ascertain, monitor or inquire as to the performance whether any Lender or observance Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of the termsLoans, conditionsor disclosure of confidential information, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDisqualified Institution.

Exculpatory Provisions. The Administrative Neither any Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates shall be (a) liable to any of the Administrative Agent, shall (i) be liable Class A Purchasers for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document of the Related Documents (except for its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iib) be responsible in any manner to any of the Lenders Class A Purchasers for any recitals, statements, representations or warranties made by AFC, either Seller, the Borrower Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, or the Trustee or any of its officers officer thereof contained in this Agreement, in any other Loan Document of the Related Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative an Agent under or in connection with, any of the Related Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document of the Related Documents or for any failure of AFC, either Seller, the Borrower Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, or any of its officers the Trustee to perform its obligations hereunder or thereunder. The Administrative No Agent shall not be under any obligation to any Lender Class A Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the other Loan DocumentRelated Documents, or to inspect the properties, books or records of AFC, either Seller, the Borrower. The Administrative Agent shall not be responsible to any Lender for Issuer, AmeriCredit, the effectivenessServicer, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to Agent, the Lenders Trust Collateral Agent, the Backup Servicer, or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultTrustee.

Exculpatory Provisions. The Administrative Each Funding Agent shall not, and no any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall not be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the -00- Xxxx Xxxxxxxxx, this Agreement Supplement or any other Loan Related Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders CP Conduit Purchasers and/or APA Banks for any recitals, statements, representations or warranties made by AFC-II, the Borrower Lessors, the Lessees, the Guarantor, the Administrator, the Administrative Agent, or any of its officers officer thereof contained in this Agreement, in Supplement or any other Loan Related Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative such Funding Agent under or in connection with, this Agreement Supplement or any other Loan Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Supplement, any other Related Document, or for any failure of the Borrower or any of its officers AFC-II, the Lessors, the Lessees, the Guarantor, the Administrative Agent, or the Administrator to perform its obligations hereunder or thereunder. The Administrative Each Funding Agent shall not be under any obligation to the CP Conduit Purchaser or any Lender APA Bank in its Purchaser Group to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or Supplement, any other Loan Document, Related Document or to inspect the properties, books or records of AFC-II, the Borrower. The Administrative Agent shall not be responsible to any Lender for Lessors, the effectivenessLessees, genuinenessthe Guarantor, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to Agent, or the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAdministrator.

Exculpatory Provisions. The Administrative Neither Agent shall not, and no nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other the Loan Document Documents (except for its own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its officers Credit Party contained in this Agreement, in any other the Loan Document Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Agreement the Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any other of the Loan Document Documents or for any failure of the Borrower any Credit Party or any of its officers other Person to perform its obligations hereunder or thereunder. The Administrative Neither Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other the Loan DocumentDocuments, or to inspect the propertiesProperty, books or records of the Borrowerany Credit Party. The Administrative Lenders acknowledge that no Agent shall not be responsible under any duty to take any discretionary action permitted under the Loan Documents unless such Agent shall be instructed in writing to do so by the Required Lenders and such instructions shall be binding on all Lenders; provided, however, that neither Agent shall be required to take any action which exposes it to personal liability or is contrary to law or any provision of the Loan Documents. Neither Agent shall be under any liability or responsibility whatsoever, as Agent, to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Credit Party or any other Loan Document Person as a consequence of any failure or for delay in per- formance, or any representationsbreach, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use its obligations under any of the proceeds of the Loans or of the existence or possible existence of any DefaultLoan Documents.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Credit Party contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower any Credit Party to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of any Credit Party. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Credit Agreement as “Syndication Agents” or “Joint Bookrunners” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any other Credit Party or any of its their respective officers contained in this Agreement, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Borrower or any other Credit Party or any of its their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of the BorrowerBorrower or any other Credit Party. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower or any other Credit Party to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Administrative Agent shall not, and no Neither the Agents nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (ia) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement any of the other Credit Documents or any other Loan Document the LOC Documents (except for its or such Person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iib) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its officers the Credit Parties contained in this Agreement, herein or in any of the other Loan Document Credit Documents or the LOC Documents or in any certificate, report, document, financial statement or other document written or oral statement referred to or provided for in, or received by the Administrative an Agent under or in connection withherewith or in connection with the other Credit Documents or the LOC Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents or the LOC Documents, or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent Agents shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or the LOC Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by the Borrower or any other Person Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative an Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent Agents or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Credit Parties. The Agents are not trustees for the Lenders and owe no fiduciary duty to the Lenders.

Exculpatory Provisions. The Administrative No Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (ia) be liable for any action lawfully taken or omitted to be taken by it any of them under or in connection with this Agreement Agreement, the Orders or any other Loan Document (except for its or such Person’s own gross negligencenegligence or willful misconduct, willful misconduct or bad faithas determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), (b) or (ii) be responsible in any manner to any of the Lenders or any participant for any recitals, statements, representations or warranties made by any of the Borrower Borrower, any other Credit Party or any of its officers officer thereof contained in this Agreement, in the Orders or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative such Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of the Borrower or any of its officers other Credit Party to perform its obligations hereunder or thereunderthereunder or (c) subject to any fiduciary or other implied duties; regardless of whether a Default or an Event of Default has occurred and is continuing. The Administrative No Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrowerany Credit Party or any Affiliate thereof. The Administrative Collateral Agent shall not be responsible to under any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower obligation to the Administrative Agent or any Lender or be required to ascertain or to inquire as to the observance or performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein in, or therein conditions of, this Agreement or as any other Loan Document, or to inspect the use of the proceeds of the Loans properties, books or of the existence or possible existence records of any DefaultCredit Party.

Exculpatory Provisions. The Administrative Neither the Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower, any Subsidiary of the Borrower or any of its their respective officers contained in this Agreement, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Borrower or any Subsidiary of its the Borrower or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of the Borrower or any Subsidiary of the Borrower. The Administrative Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower to the Administrative Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Administrative No Agent shall notnor any of its affiliates, and no nor any of their respective officers, directors, employees, agents, agents or attorneys-in-fact or affiliates of the Administrative (each such person, an “Agent-Related Person”), shall (i) be liable for any action lawfully taken or omitted to be taken by it under or in connection herewith or in connection with this Agreement or any of the other Loan Document Documents (except for its own gross negligence, negligence or willful misconduct or bad faithas determined by a court of competent jurisdiction by final and non-appealable judgment) or (ii) be responsible in any manner to any of the Lenders Lender Party for any recitals, statements, representations or warranties made by any of the Borrower Parties contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Documents or in any certificate, report, document, financial statement or other document written or oral statement referred to or provided for in, or received by the Administrative such Agent under or in connection with, this Agreement herewith or any in connection with the other Loan Document Documents, or enforceability or sufficiency therefor of any of the other Loan Documents, or for any failure of the any Borrower or any of its officers Party to perform its obligations hereunder or thereunder. The Administrative Agent No Agent-Related Person shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person Borrower Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent Agent-Related Person to the Lenders or by or on behalf of the Borrower Parties to the Administrative Agent Agent-Related Person or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any DefaultPotential Default or Event of Default or to inspect the properties, books or records of the Borrower Parties. The Agents are not trustees for the Lenders and owe no fiduciary duty to the Lenders. Each Lender Party recognizes and agrees that the Administrative Agent shall not be required to determine independently whether the conditions described in Sections 6.2(a) or 6.2(b) have been satisfied and, when the Administrative Agent disburses funds to Borrowers or the Letter of Credit Issuer causes Letters of Credit to be issued or accepts any Qualified Borrower Guaranties, it may rely fully upon statements contained in the relevant requests by a Borrower Party.

Exculpatory Provisions. The Administrative Neither the Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document (Credit Documents except for its or such Person's own gross negligencenegligence or willful misconduct, willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its officers the Credit Parties contained in this Agreement, herein or in any of the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency herefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by the Borrower or any other Person Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Credit Parties.

Exculpatory Provisions. The Administrative Agent shall not, ---------------------- and no officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall (i) be liable for any action lawfully taken or omitted to be taken by it under or in connection with this Agreement or any other Loan Document (except for its own gross negligence, willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its officers contained in this Agreement, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Administrative Neither any Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates shall be (a) liable to any of the Administrative Agent, shall (i) be liable Class C Purchasers for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document of the Related Documents (except for its or such Person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iib) be responsible in any manner to any of the Lenders Class C Purchasers for any recitals, statements, representations or warranties made by AFC, either Seller, the Borrower Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, or the Trustee or any of its officers officer thereof contained in this Agreement, in any other Loan Document of the Related Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative an Agent under or in connection with, any of the Related Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document of the Related Documents or for any failure of AFC, either Seller, the Borrower Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, or any of its officers the Trustee to perform its obligations hereunder or thereunder. The Administrative No Agent shall not be under any obligation to any Lender Class C Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the other Loan DocumentRelated Documents, or to inspect the properties, books or records of AFC, either Seller, the Borrower. The Administrative Agent shall not be responsible to any Lender for Issuer, AmeriCredit, the effectivenessServicer, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to Agent, the Lenders Trust Collateral Agent, the Backup Servicer, or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultTrustee.

Exculpatory Provisions. The Administrative Neither the Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans Advances or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Borrower. The Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower or any Subsidiary or any of its their respective officers contained in this Agreement, in any other Loan Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Credit Document or for any failure of the Borrower or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of the BorrowerBorrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower to the Administrative Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Administrative Neither any Lender Agent shall notnor any of its directors, and no officers, directors, employees, agents, attorneys-in-fact agents or affiliates of the Administrative Agent, employees shall be (i) be liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Transaction Document (except for its its, their or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders its related Lender for any recitals, statements, representations or warranties made by the Borrower or any of its officers the Servicer contained in this AgreementArticle IV, in any other Loan Transaction Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Transaction Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Transaction Document or any other document furnished in connection herewith or therewith, or for any failure of the Borrower or any of its officers the Servicer to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in this Agreement, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The Administrative No Lender Agent shall not be under any obligation to any its related Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan Transaction Document, or to inspect the properties, books or records of the BorrowerBorrower or the Servicer. The Administrative No Lender Agent shall not be responsible deemed to have knowledge of any Termination Event or Unmatured Termination Event unless such Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of has received notice from the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Defaultits related Lender.

Exculpatory Provisions. The Administrative No Senior Managing Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Borrower, any Subsidiary or any of its their respective officers contained in this Agreement, in any other Loan Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Senior Managing Agent under or in connection with, this Agreement or any other Loan Credit Document or for any failure of the Borrower or any Subsidiary or any of its their respective officers to perform its obligations hereunder or thereunder. The Administrative No Senior Managing Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentAgreement, or to inspect the properties, books or records of the BorrowerBorrower or any Subsidiary. The Administrative No Senior Managing Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative any Senior Managing Agent to the Lenders or by or on behalf of the Borrower to the Administrative any Senior Managing Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Administrative (a) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, neither any Agent shall not, and no or its Affiliates nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) liable for any action taken or not taken by it with the consent, instruction, direction or at the request of the Required Lenders (or such other number or percentage of Lenders as shall be necessary under the circumstances), (ii) otherwise liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iiiii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Loan Party or any of its officers officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers Loan Party a party thereto to perform its obligations hereunder or thereunder. The Administrative Agent Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrowerany Loan Party. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, and (b) no Agent shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, or be liable for the failure to disclose, any information relating to the Lead Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as such Agent or any of its Affiliates in any capacity. Each Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given to a Responsible Officer of such Agent in writing by the Borrower, a Lender or an Issuing Bank. No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any Lender for the effectivenessstatement, genuineness, validity, enforceability, collectibility warranty or sufficiency of representation made in or in connection with this Agreement or any other Loan Document or for Document, (ii) the contents of any representationscertificate, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial report or other statements, instruments, reports, certificates document delivered hereunder or any other documents thereunder or in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to therewith, (iii) the performance or observance of any of the termscovenants, conditions, provisions, covenants agreements or agreements contained other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. (b) No Agent shall 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, (ii) 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 be the sole responsibility of the Lead Borrower. (c) Each Agent has accepted and is bound by this Agreement and the other Loan Documents executed by such Agent as of the date of this Agreement and, as directed in writing by the Required Lenders, each 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 such Agent. Each Agent will not otherwise be bound by, or be held obligated by, the provisions of any loan agreement, indenture or other agreement governing the Obligations (other than this Agreement and the other Loan Documents to which such Agent is a party). (d) No written direction given to any Agent by the Required Lenders or the Lead Borrower or any Loan Party that in the sole judgment of such Agent imposes, purports to impose or might reasonably be expected to impose upon such Agent any obligation or liability not set forth in or arising under this Agreement and the other Loan Documents will be binding upon such Agent unless such Agent elects, at its sole option, to accept such direction. (e) No Agent shall 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. (f) In no event shall any Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (g) No Agent shall be liable for any error of judgment made in good faith by a Responsible Officer of such Agent. (h) Delivery of any reports, information and documents to the Agents is for informational purposes only and such Agent’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including each Borrower’s compliance with any of its covenants hereunder. (i) No Agent shall be (i) required to qualify in any jurisdiction in which it is not presently qualified to perform its obligations as such Agent or (ii) required to take any enforcement action against any Loan Party or any other obligor outside of the United States. (j) Beyond the exercise of reasonable care in the custody of the Collateral in its possession, each Agent will have no duty as to any Collateral in its possession or control or in the use possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. Each Agent will be deemed to have exercised reasonable care in the custody of the proceeds Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and no Agent will be liable or responsible for any loss or diminution in the value of any of the Loans or Collateral by reason of the existence act or possible existence omission of any Defaultcarrier, forwarding agency or other agent or bailee selected by such Agent in good faith. (k) No Agent will 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. Each Agent hereby disclaims any representation or warranty to the present and future holders of the Obligations concerning the perfection or priority of the Liens granted hereunder or in the value of any of the Collateral. (l) In the event that any 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 such Agent’s sole discretion may cause such Agent to be considered an “owner or operator” under any applicable environmental laws or otherwise cause such Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, such Agent reserves the right, instead of taking such action, either to resign as Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver. No Agent will be liable to any Person for any Environmental Claims or contribution actions under any federal, state or local law, rule or regulation by reason of such Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any Release of any Hazardous Materials into the Environment.

Exculpatory Provisions. The None of the Administrative Agent shall not, and no or any Other Representative nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (ia) be liable for any action lawfully taken or omitted to be taken by it such Person under or in connection with this Agreement or any other Loan Document (except for its own the gross negligence, negligence or willful misconduct of such Person or bad faithany of its officers, directors, employees, agents, attorneys-in-fact or Affiliates) or (iib) be responsible in any manner to any of the Lenders for (i) any recitals, statements, representations or warranties made by the Borrower or any of its officers other Loan Party or any officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or any Other Representative under or in connection with, this Agreement or any other Loan Document Document, (ii) the value, validity, effectiveness, genuineness, enforceability or for sufficiency of this Agreement or any Notes or any other Loan Document, (iii) any failure of the Borrower or any of its officers other Loan Party to perform its obligations hereunder or thereunderunder any other Loan Document, (iv) the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, (v) the satisfaction of any of the conditions precedent set forth in Section 5, or (vi) the existence or possible existence of any Default or Event of Default. The Neither the Administrative Agent nor any Other Representative shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Borrower or any other Loan Document or Party. Each Lender agrees that, except for any representationsnotices, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any reports and other documents in connection herewith or therewith expressly required to be furnished or made to the Lenders by the Administrative Agent to the Lenders hereunder or by or on behalf of the Borrower given to the Administrative Agent for the account of or with copies for the Lenders, the Administrative Agent and the Other Representatives shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any Lender other Loan Party which may come into the possession of the Administrative Agent and the Other Representatives or be required to ascertain or inquire as to the performance or observance of any of the termstheir officers, conditionsdirectors, provisionsemployees, covenants agents, attorneys-in-fact or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAffiliates.

Exculpatory Provisions. The Administrative Agent shall not, and no officers, directors, employees, agents, attorneys-in-fact or affiliates of Neither the Administrative Agent, the Collateral Agent nor any of their respective Related Parties shall be (ia) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Related Parties’ own gross negligence, negligence or willful misconduct or bad faithas determined by a final non-appealable judgment of a court of competent jurisdiction) or (iib) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Credit Parties or any of its their respective Subsidiaries or any of their respective officers contained in this Agreement, in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent and/or the Collateral Agent under or in connection with, this Agreement or any other Loan Document or for any failure of the Borrower any Credit Party or any of its officers to perform its obligations hereunder or thereunder. The Neither the Administrative Agent nor the Collateral Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the BorrowerCredit Parties or any of their respective Subsidiaries. The Neither the Administrative Agent nor the Collateral Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent and/or the Collateral Agent to the Lenders or by or on behalf of the Borrower Credit Parties or any of their respective Subsidiaries to the Administrative Agent, the Collateral Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Administrative Agent No Agent-Related Person shall not, and no officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (ia) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iib) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent an Agent-Related Person under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent No Agent-Related Person shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent an Agent-Related Person to the Lenders or by or on behalf of the Borrower to the Administrative Agent an Agent‑Related Person or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans Loan or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. The Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable Law.

Exculpatory Provisions. The Administrative Neither Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document Note or the Guaranty Agreement (except for its or such Person's own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower or any of its officers Borrower's Subsidiaries or any officer thereof contained in this Agreement, in Agreement or any other Loan Document Note or the Guaranty Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document Note or the Guaranty Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or the Guaranty Agreement, or for any failure of the Borrower or any of its officers Borrower's Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any no obligation to any Lender Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement Agreement, the Notes, or any other Loan Documentthe Guaranty Agreement, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Borrower or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultBorrower's Subsidiaries.

Exculpatory Provisions. The Neither the Administrative Agent nor any of its Related Parties shall not, and no officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Credit Document (except for its or such Related Party’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any of their respective officers contained in this Agreement, in any other Loan Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Credit Document or for any failure of the Borrower or any Subsidiary or any of its their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Credit Document, or to inspect the properties, books or records of the BorrowerBorrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Operative Documents (except for its or such Person's own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Operative Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Operative Documents, this Agreement or enforceability or sufficiency of any of the other Loan Document Operative Documents, or for any failure of any party (not including the Borrower or Administrative Agent) to any of its officers Operative Document to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement Loan Agreement, or any of the other Loan Document Operative Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person the Lessee, the Lessor Trust, the Owner Trustee or the Certificate Holders in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Lessee, the Lessor Trust, the Owner Trustee or the Certificate Holders to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Lessee, the Lessor Trust or the Certificate Holders.

Exculpatory Provisions. The Administrative (a) Neither any Agent shall not, and no nor any of their respective officers, directors, employees, agents, attorneys-in-fact advisors, attorneys‑in‑fact or affiliates of the Administrative Agent, shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Loan Party or any of its officers officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers Loan Party a party thereto to perform its obligations hereunder or thereunder. The Administrative Agent Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. (b) Any assignor of a Loan or seller of a participation hereunder shall be entitled to rely conclusively on a representation of the Borrower. The Administrative Agent shall not be responsible to any assignee Lender for or Participant in the effectivenessrelevant Assignment and Assumption or participation agreement, genuinenessas applicable, validity, enforceability, collectibility or sufficiency that it meets the requirements of this Agreement to be an assignee or Participant. No Agent shall have any other Loan Document responsibility or liability for any representationsmonitoring the list or identities of, warrantiesor enforcing provisions relating to, recitals Disqualified Lenders, Competitors or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultCompetitor Affiliates.

Exculpatory Provisions. The Administrative Neither any Agent nor any of their respective Related Parties shall not, and no officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall be (ia) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, negligence or willful misconduct or bad faithmisconduct) or (iib) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Loan Party or any of its officers officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers Loan Party a party thereto to perform its obligations hereunder or thereunder, for the creation, perfection or priority of any Lien purported to be created by the Security Documents or for the value or the sufficiency of any Collateral. The Administrative Agent Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrowerany Loan Party. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required have a duty to ascertain or inquire as into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the performance Lenders for any failure to monitor or observance of maintain any portion of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultCollateral.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement (x) with the consent or any other Loan Document at the request of the CP Conduit Purchasers, the Committed Purchasers or the Funding Agents or (except for y) in the absence of its own gross negligence, negligence or willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders CP Conduit Purchasers, the Committed Purchasers or the Funding Agents for any recitals, statements, representations or warranties made by the Borrower Transferor, the Collection Agent, the Sellers or any of its officers officer thereof contained in this Agreement, in Agreement or any other Loan Transaction Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Transaction Document, the Receivables (or any Related Security, Collections and Proceeds with respect thereto) or any Transferred Interest or for any failure of the Borrower or any of its officers the Transferor, the Collection Agent, the Sellers or the Obligors to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender CP Conduit Purchaser, any Committed Purchaser or any Funding Agent to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, Transaction Document or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for Transferor, the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Collection Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultSeller.

Exculpatory Provisions. The Neither the Administrative Agent shall not, and no nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall (i) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with this Agreement or any of the other Loan Document Credit Documents (except for its or such Person’s own gross negligencenegligence or willful misconduct), willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of its officers contained in this Agreement, in any the other Loan Document Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or in connection with the other Credit Documents, this Agreement or enforceability or sufficiency therefor of any of the other Loan Document Credit Documents, or for any failure of the Borrower or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement Credit Agreement, or any of the other Loan Document Credit Documents or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Term Loans or of the existence or possible existence of any DefaultDefault or Event of Default or to inspect the properties, books or records of the Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Credit Agreement as “Bookrunner” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

Exculpatory Provisions. The Administrative Agent shall not, and no None of the Agents or any Other Representative nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, Affiliates shall be (ia) be liable for any action lawfully taken or omitted to be taken by it such Person under or in connection with this Agreement or any other Loan Document (except for its own the gross negligence, negligence or willful misconduct of such Person or bad faithany of its officers, directors, employees, agents, attorneys-in-fact or Affiliates) or (iib) be responsible in any manner to any of the Lenders for (i) any recitals, statements, representations or warranties made by Holdings, the Parent Borrower or any of its officers other Loan Party or any officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents or any Other Representative under or in connection with, this Agreement or any other Loan Document Document, (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Notes or any other Loan Document, (iii) for any failure of Holdings, the Parent Borrower or any of its officers other Loan Party to perform its obligations hereunder or thereunderunder any other Loan Document, (iv) the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, (v) the satisfaction of any of the conditions precedent set forth in Section 6, or (vi) the existence or possible existence of any Default or Event of Default. The Administrative Agent Neither the Agents nor any Other Representative shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Holdings, the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement Parent Borrower or any other Loan Document Party. Each Lender agrees that, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agents hereunder or given to the Agents for the account of or with copies for the Lenders, the Agents and the Other Representatives shall not have any representationsduty or responsibility to provide any Lender with any credit or other information concerning the business, warrantiesoperations, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any property, condition (financial or other statementsotherwise), instrumentsprospects or creditworthiness of Holdings, reports, certificates the Parent Borrower or any other documents in connection herewith or therewith furnished or made by Loan Party which may come into the Administrative Agent to the Lenders or by or on behalf possession of the Borrower to Agents and the Administrative Agent Other Representatives or any Lender of their officers, directors, employees, agents, attorneys-in-fact or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultAffiliates.

Exculpatory Provisions. The Neither the Administrative Agent nor any of its officers, directors, employees agents, attorneys-in-fact or affiliates shall notbe (i) liable to any Lender or any other Person for any damage, and no loss or injury resulting from any action taken or omitted to be taken by the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent, shall (i) be liable for any action lawfully taken or omitted to be taken by it under or in connection with this Agreement or any other Loan Document (Document, whether sounding in tort, contract or otherwise, INCLUDING IN RESPECT OF LOSSES, LIABILITIES OR OTHER OBLIGATIONS SUFFERED BY SUCH PERSON'S OWN NEGLIGENCE OR STRICT LIABILITY but except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligencenegligence or willful misconduct, willful misconduct or bad faith) or (ii) be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Related Person or any of its officers officer thereof contained in this Agreement, in Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower or any of its officers Person a party thereto to perform its obligations hereunder or thereunder, or (iii) responsible in any manner to any of the Lenders for any fraud of any Related Person or any officer thereof in this Agreement, in the performance of this Agreement, or in any way related to the transactions contemplated hereby. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made by any other Person herein or therein or made by any other Person in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any DefaultRelated Person.