Common use of Exculpatory Provisions Clause in Contracts

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) 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 officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative (a) The Collateral Agent nor or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates shall not be (a1) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan First Mortgage Bond Documents (except for actions occasioned solely by its or such Person's ’s personal liability for its own or such Person’s own gross negligence or willful misconduct), ) or (b2) responsible in any manner to any of the Lenders holders for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries Company or any officer thereof contained herein or in this Agreement or the other Loan Documents any First Mortgage Bond Document or in any certificate, report, statement or other document referred to or provided for in, or received by by, the Administrative Collateral Agent under or in connection with, with this Agreement or the other Loan Documents any First Mortgage Bond Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan First Mortgage Bond Documents or for any failure of the Borrower or any of its Subsidiaries Company to perform its obligations hereunder or thereunder. The Administrative Collateral Agent shall not be under any obligation to any Lender the holders to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesFirst Mortgage Bond Documents.

Exculpatory Provisions. Neither the Administrative Agent nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries attorneys or Affiliates shall be (a) be liable to any Bank or Issuing Bank for any action lawfully taken or omitted to be taken by it or such Person them hereunder, or in connection herewith including pursuant to any Loan Document, unless caused by its or their own gross negligence or willful misconduct, (b) be responsible in any manner to any of the Banks or Issuing Banks for the effectiveness, enforceability, genuineness, validity or the due execution of this Agreement or any other Loan Documents or for any recital, representation, warranty, document, certificate, report or statement herein or made or furnished under or in connection with this Agreement or the any other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct)Documents, or (bc) 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 officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender of the Banks or Issuing Banks to ascertain or to inquire as to the performance or observance or performance of any of the agreements contained interms, covenants or conditions hereof or thereof on the part of any Borrower, or conditions of, this Agreementthe financial condition of any Borrower, or the existence or possible existence of any Event of Default or Potential Default. Neither the Administrative Agent nor any Bank, nor any Issuing Bank, nor any of their respective directors, officers, employees, agents, or Affiliates shall be liable to inspect any Borrower for consequential damages resulting from any breach of contract in connection with the propertiesnegotiation, books documentation, administration or records collection of the Borrower Loans or any of its Subsidiariesthe Loan Documents.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), or (b) 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 officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Repurchase Agreement or the any other Loan Documents Repurchase Document (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders Buyer for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries Seller or any officer thereof contained in this Repurchase Agreement or the any other Loan Documents Repurchase 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 Repurchase Agreement or the any other Loan Documents Repurchase Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Repurchase Agreement or the any other Loan Documents Repurchase Document or for any failure of the Borrower or any of its Subsidiaries Seller to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender the Buyer to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this AgreementRepurchase Agreement or any other Repurchase Document, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesSeller.

Exculpatory Provisions. Neither the Administrative No Agent (acting in such capacity) nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (a) subject to any fiduciary or other implied duties, regardless of whether an Event of Default, Unmatured Event of Default, Collateral Manager Default or Unmatured Collateral Manager Default has occurred and is continuing, (b) liable to any Lender for any action lawfully taken or omitted to be taken by it or such them or any Person described in Section 15.2 under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconductTransaction Documents), or (bc) responsible in any manner to any of the Lenders Person (or have any duties to investigate or inquire into) for any recitals, statements, representations or warranties made by the Borrower or of any of its Subsidiaries or any officer thereof Person (other than itself) contained in this Agreement or the other Loan Transaction 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 the other Loan Transaction Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement the Transaction Documents or the any other Loan Documents document furnished in connection therewith or herewith, or for any failure of the Borrower any Person (other than itself or any of its Subsidiaries directors, officers, agents or employees) to perform its obligations hereunder under any Transaction Document or thereunderfor the satisfaction of any condition specified in a Transaction Document. The Administrative Except as otherwise expressly provided in this Agreement, no Note Agent shall not be under any obligation to any Lender Person to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreementthe Transaction Documents, or to inspect the properties, books or records of the Borrower Borrower, TPVG or any of its Subsidiariesthe Collateral Manager.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely directly by its or such Person's ’s own gross negligence or willful misconduct), or (b) 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 the Loan Parties or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries the Loan Parties 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 to inspect the properties, books or records of the Borrower or any of its Subsidiariesthe Loan Parties.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates Related Parties shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Holders or Lenders for any recitals, statements, representations or warranties made by any Guarantor, the Borrower or any of its their respective Subsidiaries or any officer thereof contained in this Agreement or Agreement, the other Loan Transaction 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 the other Loan Transaction Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents Transaction Document or for any failure of any Guarantor, the Borrower or any of its their respective Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Holder or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this AgreementAgreement or of any other Transaction Document, or to inspect the properties, books or records of any Guarantor, the Borrower or any of its their respective Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person them under or in connection with this Loan Agreement or the other Loan Documents (Documents, except for actions occasioned solely by its or such Person's own their gross negligence or willful misconduct). Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be responsible for or have any duty to ascertain, inquire into, or verify (bi) responsible in any manner to any of the Lenders for any recitalsrecital, statementsstatement, representations representation or warranties warranty made by the Borrower or any of its Subsidiaries officers or any officer thereof agents contained in this Loan Agreement or the other Loan Documents or in any certificate, report, statement certificate or other document referred to delivered in connection therewith; (ii) the performance or provided for observance of any of the covenants or agreements contained in, or received by the Administrative Agent under or in connection withconditions of, this Loan Agreement or the other Loan Documents Documents; (iii) the state or for the value, validity, effectiveness, genuineness, enforceability or sufficiency condition of this Agreement or the other Loan Documents or for any failure properties of the Borrower or any of its Subsidiaries to perform its obligations other obligor hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to constituting Collateral for the observance or performance of any Obligations of the agreements contained inBorrower hereunder, or conditions of, this Agreement, or to inspect any information contained in the properties, books or records of the Borrower Borrower; (iv) the validity, enforceability, collectibility, effectiveness or genuineness of this Loan Agreement or any other Loan Document or any other certificate, document or instrument furnished in connection therewith; or (v) the validity, priority or perfection of its Subsidiariesany lien securing or purporting to secure the Obligations or the value or sufficiency of any of the Collateral.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Credit Party or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower any Credit Party or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower any Credit Party or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), or (b) 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 Subsidiaries the Credit Parties or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower Borrowers or any of its Subsidiaries the Credit Parties 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 to inspect the properties, books or records of the Borrower Borrowers or any of its Subsidiariesthe Credit Parties.

Exculpatory Provisions. (a) Neither the Administrative any Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries attorneys in fact or Affiliates shall be (a) liable to any of the Owners for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any of the other Loan Transaction Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders Owners for any recitals, statements, representations or warranties made by the Borrower Servicer, the Issuer, the Performance Guarantor or any of its Subsidiaries the Indenture Trustee or any officer thereof contained in this Agreement or any of the other Loan Transaction 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, this Agreement or any of the other Loan Transaction Documents or for the valuedue execution, legality, validity, effectivenessenforceability, genuineness, enforceability sufficiency or sufficiency value of this Agreement or any of the other Loan Transaction Documents or for any failure of the Borrower Servicer, the Issuer, the Performance Guarantor or any of its Subsidiaries the Indenture Trustee to perform its obligations hereunder or thereunder. The Administrative No Agent shall not be under any obligation to any Lender Owner to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreementany of the Transaction Documents, or to inspect the properties, books or records of the Borrower Servicer, the Issuer, the Performance Guarantor or any of its Subsidiariesthe Indenture Trustee.

Exculpatory Provisions. Neither the Administrative Agent Agent, the Co-Syndication Agents, the Co-Documentation Agents nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Document (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (bii) 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 Subsidiaries or any officer thereof contained in this Agreement or the any other Loan Documents Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agent, the Co-Syndication Agents or the Co-Documentation Agents under or in connection with, this Agreement or the any other Loan Documents Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. The Neither the Administrative Agent Agent, the Co-Syndication Agents nor the Co-Documentation Agents 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 AgreementAgreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesBorrower.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), or (b) 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 the Credit Parties or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries the Credit Parties 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 to inspect the properties, books or records of the Borrower or any of its Subsidiariesthe Credit Parties.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the any Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan Documents any Local Currency Facility 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 the other Loan Documents any Local Currency Facility or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents any Local Currency Facility or for any failure of the any Borrower or any of its Subsidiaries 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 AgreementAgreement or any Local Currency Facility, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesBorrower.

Exculpatory Provisions. Neither None of the Administrative Agent Agents nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such them or any Person described in Section 11.2 under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its its, their or such Person's ’s own bad faith, gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders or other Agents for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents document furnished in connection herewith, or for any failure of either of the Borrower or any of its Subsidiaries Loan Parties to perform its respective obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article V, except receipt of items required to be delivered to such Agent. The Administrative Agent None of the Agents shall not be under any obligation to any other Agent or any 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 to inspect the properties, books or records of the Borrower or any of its SubsidiariesLoan Parties. This Section 11.3 is intended solely to govern the relationship between the Agents, on the one hand, and the Lenders and their respective Liquidity Banks, on the other.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely directly by its or such Person's own gross negligence or willful misconduct), or (b) 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 officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its trustees, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable to any Lender (or any Lender's participants) for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders Lender (or any Lender's participants) for any recitals, statements, representations or warranties made by the any Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the any Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its SubsidiariesBorrower.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the any Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the any Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower Borrowers or any of its their Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent Agent, nor any of its the Agent's officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Document (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (bii) 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 Subsidiaries other Obligor or any officer thereof contained in this Agreement or the any other Loan Documents 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 the any other Loan Documents Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Notes or any other Loan Documents Document or for any failure of the Borrower Borrower, any Subsidiary or any of its Subsidiaries 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 AgreementAgreement or any other Loan Document, or to inspect the properties, books or records of the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Obligor.

Exculpatory Provisions. Neither the Administrative any Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely 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 Personperson's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower Company or any of its Subsidiaries Affiliate or any officer thereof contained in this Agreement or the other Loan Documents 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower Company or any of its Subsidiaries Affiliate to perform its obligations hereunder or thereunderhereunder. The Administrative Agent Agents 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 to inspect the properties, books or records of the Borrower Company or any of its SubsidiariesAffiliate.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneysNo Agent-in-fact, Subsidiaries or Affiliates Related Person shall be (a) liable for any action reasonably believed by it to be lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents any Security Document (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders Creditors for any recitals, statements, representations or warranties made by the Borrower Borrower, any Guarantor, any other Debtor or any of its Subsidiaries Creditor or any officer of any thereof contained in this Agreement or the other Loan Documents any Security Document or in any certificate, report, statement or other document referred to or provided for in, or received by by, the Administrative Collateral Agent under or in connection withwith this Agreement, this Agreement any Security Document or the any other Loan Documents document in any way connected therewith, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement the Security Documents or any Lien under the Security Documents or the other Loan Documents perfection or priority of any such Lien or for any failure of the Borrower Borrower, any Guarantor or any of its Subsidiaries other Debtor to perform its obligations hereunder or thereunder. The Administrative Agent No Agent-Related Person shall not be under any obligation to any Lender the Creditors to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesSecurity Documents.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the any Borrower or any of its Subsidiaries Subsidiary or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the any Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its Subsidiariesany.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (a) liable to any of the 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 of the other Loan Transaction Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders Purchasers for any recitals, statements, representations or warranties made by the Borrower Seller, the Depositor, the Issuer, the Servicer or any of its Subsidiaries the Indenture Trustee or any officer thereof contained in this Agreement or any of the other Loan Transaction 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 of the other Loan Transaction Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the other Loan Transaction Documents or for any failure of the Borrower Seller, the Depositor, the Issuer, the Servicer or any of its Subsidiaries the Indenture Trustee to perform its obligations hereunder or thereunder. The 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 of, this Agreementany of the other Transaction Documents, or to inspect the properties, books or records of the Borrower Seller, the Depositor, the Issuer, the Servicer or any of its Subsidiariesthe Indenture Trustee.

Exculpatory Provisions. Neither the Administrative any Agent nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such them or any Person described in Section 11.2 under or in connection with this Agreement or the other Loan Transaction Documents (except for actions occasioned solely by its its, their or such Person's ’s own bad faith, gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders Purchasers or other agents for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof Seller contained in this Agreement or the other Loan Documents any 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 the other Loan Documents any Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents document furnished in connection herewith, or for any failure of either of the Borrower or any of its Subsidiaries Seller Parties to perform its respective obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article VI, except receipt of items required to be delivered to such Agent. The Administrative No Agent shall not be under any obligation to any Lender Purchaser or other Agent to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreementany Transaction Document, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesSeller Parties. This Section 11.3 is intended solely to govern the relationship between each Agent, on the one hand, and the Purchasers on the other.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) 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 officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), or (b) 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 officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower Borrowers or any of its their Subsidiaries to perform its their 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 to inspect the properties, books or records of the Borrower Borrowers or any of its their Subsidiaries.

Exculpatory Provisions. Neither the Administrative any Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Document (except for actions occasioned solely to the extent that any of the foregoing are found by a court of competent jurisdiction to have resulted from its or such Person's own gross negligence or willful misconduct), ) or (bii) 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 Loan Party or any officer thereof contained in this Agreement or the any other Loan Documents 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 the any other Loan Documents Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents Document or for any failure of the Borrower or any of its Subsidiaries 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 AgreementAgreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesLoan Party.

Exculpatory Provisions. Neither the Administrative Agent nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such them or any Person described in Section 9.2 under or in connection with this Agreement or the other Loan Transaction Documents (except for actions occasioned solely by its its, their or such Person's ’s own bad faith, gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders Purchasers or other agents for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof Seller contained in this Agreement or the other Loan Documents any 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 the other Loan Documents any Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents document furnished in connection herewith, or for any failure of the Borrower or any either of its Subsidiaries Seller Parties to perform its respective obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered to the Administrative Agent. The 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 or covenants contained in, or conditions of, this Agreementany Transaction Document, or to inspect the properties, books or records of Seller Parties. This Section 9.3 is intended solely to govern the Borrower or any of its Subsidiariesrelationship between the Administrative Agent on the one hand and the Purchasers on the other.

Exculpatory Provisions. Neither the Administrative any Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Document (except for actions occasioned solely 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 ’s own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of CFC or its Subsidiaries or any officer thereof contained in this Agreement or the any other Loan Documents 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 the any other Loan Documents Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents Document or for any failure of the Borrower or any of CFC or its Subsidiaries 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 AgreementAgreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any of CFC or its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders Holders for any recitals, statements, representations or warranties made by the Borrower Borrowers or any of its their Subsidiaries or any officer thereof contained in this Agreement or Agreement, the other Loan Transaction 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 the other Loan Transaction Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents Transaction Document or for any failure of the Borrower Borrowers or any of its their Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this AgreementAgreement or of any other Transaction Document, or to inspect the properties, books or records of the Borrower Borrowers or any of its their Subsidiaries.

Exculpatory Provisions. Neither the Administrative Obligee, Col- lateral Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Transaction Document (except for actions occasioned solely by its or such Person's Persons own gross negligence or willful misconduct), ) or (b) 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 Company or any officer thereof contained in this Agreement or the any other Loan Documents Transaction Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Obligee under or in connection connec- tion with, this Agreement or the any other Loan Documents Secured Floating Rate Note Document or for the value, validity, effectiveness, genuinenessgenu- ineness, enforceability or sufficiency of this Agreement or the Secured Instrument or any other Loan Documents Transaction Document or for any failure of the Borrower or any of its Subsidiaries Company to perform its obligations hereunder or thereunder. The Administrative Neither the Obligee nor 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 ofto, this AgreementAgreement or any other Transaction Document or as to the use of proceeds of the Secured Instrument or the Investment Agreement or of the existence or possible existence of a Default or Event of Default, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesCompany.

Exculpatory Provisions. Neither the Administrative Agent nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries attorneys or Affiliates shall be (a) be liable to any Bank for any action lawfully taken or omitted to be taken by it or such Person them hereunder, or in connection herewith including pursuant to any Loan Document, unless caused by its or their own gross negligence or willful misconduct, (b) be responsible in any manner to any of the Banks for the effectiveness, enforceability, genuineness, validity or the due execution of this Agreement or any other Loan Documents or for any recital, representation, warranty, document, certificate, report or statement herein or made or furnished under or in connection with this Agreement or the any other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct)Documents, or (bc) 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 officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender of the Banks to ascertain or to inquire as to the performance or observance or performance of any of the agreements contained interms, covenants or conditions hereof or thereof on the part of the Borrower, or conditions of, this Agreementthe financial condition of the Borrower, or the existence or possible existence of any Event of Default or Potential Default. Neither the Administrative Agent nor any Bank nor any of their respective directors, officers, employees, agents, or Affiliates shall be liable to inspect the propertiesBorrower for consequential damages resulting from any breach of contract in connection with the negotiation, books documentation, administration or records collection of the Borrower Loans or any of its Subsidiariesthe Loan Documents.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, ---------------------- directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Document (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (bii) 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 Subsidiaries other Obligor or any officer thereof contained in this Agreement or the any other Loan Documents 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 the any other Loan Documents Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Notes or any other Loan Documents Document or for any failure of the Borrower Borrower, any Subsidiary or any of its Subsidiaries 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 AgreementAgreement or any other Loan Document, or to inspect the properties, books or records of the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Obligor.

Exculpatory Provisions. Neither the Administrative any Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Document (except for actions occasioned solely to the extent that any of the foregoing are found by a final decision of a court of competent jurisdiction to have resulted from its or such Person's ’s own gross negligence or willful misconduct), ) or (bii) 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 Loan Party or any officer thereof contained in this Agreement or the any other Loan Documents 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 the any other Loan Documents Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents Document or for any failure of the Borrower or any of its Subsidiaries Loan Party 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 AgreementAgreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesLoan Party.

Exculpatory Provisions. Neither the Administrative Collateral Agent nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person them under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its its, their or such Person's own gross negligence or willful misconductmisconduct or, in the case of Collateral Agent, the breach of its obligations expressly set forth in this Agreement, unless such action was taken or omitted to be taken by Collateral Agent at the direction of the Required Lenders), or (bii) 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 officer thereof Loan Party contained in this Agreement or the other any Loan Documents 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 the other any Loan Documents or Document for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement any Loan Document or the any other Loan Documents document furnished in connection herewith, or for any failure of the Borrower or any of its Subsidiaries the Loan Parties to perform its their respective obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Section 17. The Administrative 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 or covenants contained in, or conditions of, this Agreementany Loan Document, or to inspect the properties, books or records of the Borrower or any of its Subsidiariesthe Loan Parties.

Exculpatory Provisions. Neither None of the Administrative Agent Agents nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such them or any Person described in Section 11.2 under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its its, their or such Person's own bad faith, gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders or other Agents for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents document furnished in connection herewith, or for any failure of either of the Borrower or any of its Subsidiaries Loan Parties to perform its respective obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article V, except receipt of items required to be delivered to such Agent. The Administrative Agent None of the Agents shall not be under any obligation to any other Agent or any 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 to inspect the properties, books or records of the Borrower or any of its SubsidiariesLoan Parties. This Section 11.3 is intended solely to govern the relationship between the Agents, on the one hand, and the Lenders and their respective Liquidity Banks, on the other.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the any Borrower or any of its Subsidiaries Subsidiary thereof or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the any Borrower or any of its Subsidiaries Subsidiary thereof 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 to inspect the properties, books or records of the any Borrower or any Subsidiary thereof (except as the Administrative Agent (on behalf of its Subsidiariesthe Lenders) may be directed by the Required Lenders to take those actions permitted under Section 8.11(b) or (c)).

Exculpatory Provisions. Neither the Administrative Agent nor the Collateral Agent (nor any of its the officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates of either) shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Document (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the any Guarantor, any Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the any other Loan Documents Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or the any other Loan Documents Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Notes or any other Loan Documents Document or for any failure of the Borrower any Guarantor or any of its Subsidiaries Borrower 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 AgreementAgreement or any other Loan Document, or to inspect the properties, books or records of the Borrower any Guarantor or any of its SubsidiariesBorrower.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents Notes (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), ) or (bii) 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 Subsidiaries Company or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement (except for the Administrative Agent’s due execution and delivery) or the other Loan Documents Notes or for any failure of the Borrower or any of its Subsidiaries Company 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, Agreement or the Notes or to inspect the properties, books or records of the Borrower or any of its SubsidiariesCompany.

Exculpatory Provisions. Neither the Administrative Agent nor any of its respective officers, directors, employees, agents, advisors, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Credit Document (except for actions occasioned solely 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 ’s own gross negligence or willful misconduct), ) or (bii) 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 Subsidiary or any officer thereof contained in this Agreement or the any other Loan Documents 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 the any other Loan Documents Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents Credit Document or for any failure of the any Borrower or any of its Subsidiaries 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 AgreementAgreement or any other Credit Document, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesBorrower.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), or (b) 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 the Credit Parties or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries the Credit Parties 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 to inspect the properties, books or records of the Borrower or any of its Subsidiariesthe Credit Parties.

Exculpatory Provisions. Neither the Administrative Agent No Facility Agent, nor any of its such Facility Agent's officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Document (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (bii) 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 Subsidiaries other Obligor or any officer thereof contained in this Agreement or the any other Loan Documents Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Facility Agent under or in connection with, this Agreement or the any other Loan Documents Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Notes or any other Loan Documents Document or for any failure of the Borrower Borrower, any Subsidiary or any of its Subsidiaries other Obligor to perform its obligations hereunder or thereunder. The Administrative No Facility 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 AgreementAgreement or any other Loan Document, or to inspect the properties, books or records of the Borrower Borrower, any Subsidiary or any of its Subsidiariesother Obligor.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement Agreement, any other Credit Document or the any other Loan Documents Related Document (except for actions occasioned solely by its or such Person's own in the case of gross negligence or willful misconduct), misconduct as determined by a court of competent jurisdiction) or (bii) 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 Subsidiaries Credit Party or any officer thereof contained in this Agreement Agreement, any other Credit Document or the other Loan Documents any 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 Agreement, any other Credit Document or the other Loan Documents any Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Letter of Credit, any other Credit Document or the other Loan Documents any Related Document or for any failure of the Borrower or any of its Subsidiaries Credit Party 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, any other Credit Document or any Related Document, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesCredit Parties.

Exculpatory Provisions. Neither the Administrative Agent nor or any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such them or any Person described in Section 9.2 under or in connection with this Agreement or the other Loan Transaction Documents (except for actions occasioned solely by its its, their or such Person's ’s own gross negligence negligence, bad faith or willful misconduct), or (bii) responsible in any manner to any of the Lenders Purchasers for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof Seller contained in this Agreement or the other Loan Documents any 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 the other Loan Documents any Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents document furnished in connection herewith, or for any failure of the Borrower or any either of its Subsidiaries Seller Parties to perform its respective obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered to the Administrative Agent for distribution to the Purchasers. The 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 or covenants contained in, or conditions of, this Agreementany Transaction Document, or to inspect the properties, books or records of Seller Parties. This Section 9.3 is intended solely to govern the Borrower or any of its Subsidiariesrelationship between the Administrative Agent, on the one hand, and the Purchasers, on the other.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), or (b) 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 officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any other Loan Document or any other agreement, instrument or document or the other Loan perfection or priority of any Lien or security interest created or purported to be created by the Collateral Documents or for any failure of the Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor ---------------------- any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the any Borrower or any of its Subsidiaries Subsidiary thereof or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the any Borrower or any of its Subsidiaries Subsidiary thereof 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 to inspect the properties, books or records of the any Borrower or any of its SubsidiariesSubsidiary thereof.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Document (except for actions occasioned solely to the extent that any of the foregoing are found by a court of competent jurisdiction to have resulted from its or such Person's ’s own gross negligence or willful misconduct), ) or (bii) 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 Loan Party or any officer thereof contained in this Agreement or the any other Loan Documents 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 the any other Loan Documents Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents Document or for any failure of the Borrower or any of its Subsidiaries 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 AgreementAgreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesLoan Party.

Exculpatory Provisions. Neither None of the Administrative Agent Agents nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such them or any Person described in Section 11.2 under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its its, their or such Person's ’s own bad faith, gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders or other Agents for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents document furnished in connection herewith, or for any failure of either of the Borrower or any of its Subsidiaries Loan Parties to perform its respective obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article V, except receipt of items required to be delivered to such Agent. The Administrative Agent None of the Agents shall not be under any obligation to any other Agent or any 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 to inspect the properties, books or records of the Borrower or any of its SubsidiariesLoan Parties. This Section 11.3 is intended solely to govern the relationship between the Agents, on the one hand, and the Lenders, on the other.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates shall be (a) liable to any of the Lenders for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Credit Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (b) 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 Company or any officer thereof contained in this Agreement or the other Loan Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent it under or in connection with, this Agreement or the other Loan Credit Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement the Credit Documents (other than with respect to its own due execution and delivery thereof) or the other Loan Documents perfection of any security interest contemplated thereby or for any failure of any party thereto (other than the Borrower or any of its Subsidiaries Administrative Agent in such capacity) 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 Agreementthe Credit Documents, or to inspect the properties, books or records of the Borrower or any of its Subsidiariesparty to any thereof.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (a) liable to any of the 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 of the other Loan Related Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders Purchasers for any recitals, statements, representations or warranties made by the Borrower Seller, the Depositor, the Issuer, the Servicer or any of its Subsidiaries the Indenture Trustee or any officer thereof contained in this Agreement or any of the other Loan Related 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 of the other Loan Related Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the other Loan Related Documents or for any failure of the Borrower Seller, the Depositor, the Issuer, the Servicer or any of its Subsidiaries the Indenture Trustee to perform its obligations hereunder or thereunder. The 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 of, this Agreementany of the other Related Documents, or to inspect the properties, books or records of the Borrower Seller, the Depositor, the Issuer, the Servicer, or any of its Subsidiariesthe Indenture Trustee.

Exculpatory Provisions. Neither the Administrative Agent nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries attorneys or Affiliates shall be (a) be liable to any Bank or Issuing Bank for any action lawfully taken or omitted to be taken by it or such Person them hereunder, or in connection herewith including pursuant to any Loan Document, unless caused by its or their own gross negligence or willful misconduct, (b) be responsible in any manner to any of the Banks or Issuing Banks for the effectiveness, enforceability, genuineness, validity or the due execution of this Agreement or any other Loan Documents or for any recital, representation, warranty, document, certificate, report or statement herein or made or furnished under or in connection with this Agreement or the any other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct)Documents, or (bc) 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 officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender of the Banks or Issuing Banks to ascertain or to inquire as to the performance or observance or performance of any of the agreements contained interms, covenants or conditions hereof or thereof on the part of any Borrower, or conditions of, this Agreementthe financial condition of any Borrower, or the existence or possible existence of any Event of Default or Potential Default. Neither the 129 Administrative Agent nor any Bank, nor any Issuing Bank, nor any of their respective directors, officers, employees, agents, or Affiliates shall be liable to inspect any Borrower for consequential damages resulting from any breach of contract in connection with the propertiesnegotiation, books documentation, administration or records collection of the Borrower Loans or any of its Subsidiariesthe Loan Documents.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the Agreement, any other Loan Documents Document or any Related Document (except for actions occasioned solely by its or such Person's own in the case of gross negligence or willful misconduct), misconduct as determined by a court of competent jurisdiction) or (bii) 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 officer thereof contained in this Agreement or the Agreement, any other Loan Documents Document or any 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 or the Agreement, any other Loan Documents Document or any Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Letters of Credit, any other Loan Documents Document or any Related Document or for any failure of the Borrower or any of its Subsidiaries 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, any other Loan Document or any Related Document, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesBorrower.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneysNo Agent-in-fact, Subsidiaries or Affiliates Related Person shall be (a) liable for any action reasonably believed by it to be lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents any Security Document (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders Creditors for any recitals, statements, representations or warranties made by the Borrower Borrower, any Guarantor, any other Debtor or any of its Subsidiaries Creditor or any officer of any thereof contained in this Agreement or the other Loan Documents any Security Document or in any certificate, report, statement or other document referred to or provided for in, or received by by, the Administrative Collateral Agent under or in connection withwith this Agreement, this Agreement any Security Document or the any other Loan Documents document in any way connected therewith, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement the Security Documents or any Lien under the Security Documents or the other Loan Documents perfection or priority of any such Lien or for any failure of the Borrower Borrower, any Guarantor or any of its Subsidiaries other Debtor to perform its obligations hereunder or thereunder. The Administrative Agent No Agent-Related Person shall not be under any obligation to any Lender the Creditors to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesSecurity Documents.

Exculpatory Provisions. Neither the Administrative any Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Document (except for actions occasioned solely 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 ’s own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its CFC, CHL, CB or their Subsidiaries or any officer thereof contained in this Agreement or the any other Loan Documents 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 the any other Loan Documents Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents Document or for any failure of the Borrower or any of its CFC, CHL, CB or their Subsidiaries 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 AgreementAgreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any of its CFC, CHL, CB or their Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) 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 officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower Borrowers or any of its their Subsidiaries 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 to inspect the properties, books or records of the Borrower Borrowers or any of its their Subsidiaries.

Exculpatory Provisions. Neither the Administrative any Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) 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 officer thereof contained in this Agreement or the other Loan Documents 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. 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 to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Security Documents (except for actions occasioned solely by to the extent that any of the foregoing resulted from its or such Person's own gross negligence or willful misconduct), ) or (bii) 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 Subsidiaries Grantors or any officer thereof contained in this Agreement Agreement, the Security Documents or the any other Loan Debenture Documents 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 Agreement, the Security Documents or the any other Loan Debenture Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Security Documents or the any other Loan Debenture Documents or for any failure of the Borrower or any of its Subsidiaries Grantors to perform its obligations hereunder or thereunder. The Administrative Collateral 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 contained in, or conditions of, this Agreement, the Security Documents or any other Debenture Documents, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesGrantors.

Exculpatory Provisions. Neither the Administrative Agent Agents nor any of its their officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) 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 officer thereof contained in this Agreement or the other Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative either Agent under or in connection with, this Agreement or the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person them under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its its, their or such Person's ’s own gross negligence or willful misconduct)misconduct or, in the case of the Administrative Agent, the breach of its obligations expressly set forth in this Agreement) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Borrower, the Servicer, the Seller or any of its Subsidiaries or any officer thereof the Back-up Servicer contained in this Agreement or the other Loan 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 the any other Loan Documents or Transaction Document to which it is a party for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents document furnished in connection herewith, or for any failure of the Borrower or any of its Subsidiaries 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 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 to inspect the properties, books or records of the Borrower or any of its SubsidiariesBorrower.

Exculpatory Provisions. Neither The Lenders hereby agree that neither the Administrative Agent, any other Agent nor any of its their officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or Borrower, any of its Subsidiaries other party or any officer thereof contained in this Agreement or Agreement, the other Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or any other Agent under or in connection with, this Agreement or the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Notes or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries other party to perform its or their 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 AgreementAgreement or the other Loan Documents, or to inspect the properties, books or records of the Borrower other parties to the Loan Documents (or any of its Subsidiariesthem).

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents any Note or Guaranty (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (bii) 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 Borrower's Subsidiaries or any officer thereof contained in this Agreement or the other Loan Documents any Note or Guaranty 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 the other Loan Documents any Note or Guaranty or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Notes or the other Loan Documents Guaranties, or for any failure of the Borrower or any of its 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, the Notes, or the Guaranties, or to inspect the properties, books or records of the Borrower or any of its Borrower's Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its ---------------------- officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) 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 officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the any Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the any Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the any Borrower or any of its their respective Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent (in its capacity as such) nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Participation Agreement or the any other Loan Documents (Operative Document, except for actions occasioned solely by its or such Person's own willful misconduct or gross negligence (or willful misconduct), negligence in the handling of funds) or (b) responsible in any manner to any of the Lenders Participants or any other party to the Operative Documents for any recitals, statements, representations or warranties made by the Borrower Lessor, Lessee or any of its Subsidiaries Guarantor or any officer thereof contained in this Participation Agreement or the any other Loan Documents Operative 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 Participation Agreement or the any other Loan Documents Operative Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Participation Agreement or the any other Loan Documents Operative Document or for any failure of the Borrower Lessor, Lessee or any of its Subsidiaries Guarantor to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender or any other party to the Operative Documents to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this AgreementParticipation Agreement or any other Operative Document, or to inspect the properties, books or records of the Borrower Lessor, Lessee or any of its SubsidiariesGuarantor.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Document or any Interest Rate Hedge Agreement (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the any Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the any other Loan Documents Document or any Interest Rate Hedge 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 the any other Loan Documents Document or any the Interest Rate Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents Document or any Interest Rate Hedge Agreement or for any failure of the either Borrower or any of its Subsidiaries 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 any Interest Rate Hedge Agreement, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesBorrower.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates (each an "Exculpated Person") shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such any Exculpated Person under or in connection with this Agreement or the other Loan Documents (Documents, except for actions occasioned solely by its or such any Exculpated Person's own breach of any Loan Document, violation of Applicable Law, gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders Lender for any recitals, statements, information, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan Documents herein or in any other Loan Document or in any document, instrument, certificate, report, statement report or other document referred to or provided for in, or received by the Administrative Agent under or writing delivered in connection withherewith or therewith, this Agreement or the other Loan Documents or for the value, validityexecution, effectiveness, genuineness, validity, enforceability or sufficiency of this Agreement or the any other Loan Documents Document, or for any failure the financial condition of the Borrower Co-Borrowers or any of its their Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender other Person, or (iii) required to ascertain or to inquire as to make any inquiry concerning the performance or observance or performance of any of the agreements contained interms, provisions or conditions of, of this AgreementAgreement or any other Loan Document or the existence or possible existence of any Default or Event of Default, or to inspect the properties, books or records of the Borrower Co-Borrowers or any of its their Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Loan Parties or any of its their Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower Loan Parties or any of its their Subsidiaries 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 to inspect the properties, books or records of the Borrower Loan Parties or any of its their Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) 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 officer thereof contained in this Agreement or the other Loan 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, with this Agreement or the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (ai) liable to Lenders for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), or (bii) 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 officer thereof contained in this Agreement or Agreement, the other Loan Documents 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents Document or for any failure of the Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. The Administrative 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 AgreementAgreement or of any other Loan Document, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its trustees, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable to any Lender (or any Lender's participants) for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders Lender (or any Lender's participants) for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the existence, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or any Collateral or 104 Lien or other interest therein or for any failure of the Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its SubsidiariesBorrower.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (b) 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 Subsidiaries their respective subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the other Loan Documents or for any failure of the Borrower Borrowers or any of its Subsidiaries their respective subsidiaries 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 by the Borrowers or any of their respective subsidiaries of any of the agreements contained in, or conditions of, this Loan Agreement, or to inspect the properties, books or records of the Borrower Borrowers or any of its Subsidiariestheir respective subsidiaries.

Exculpatory Provisions. Neither None of the Administrative Agent Agents nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (ai) liable to any of the Lenders or other Agents for any action lawfully taken or omitted to be taken by it or such them or any Person described in Section 11.2 under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its its, their or such Person's own bad faith, gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders or other Agents for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents document furnished in connection herewith, or for any failure of the Borrower or any of its Subsidiaries the Loan Parties to perform its respective obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article V, except receipt of items required to be delivered to such Agent. The Administrative Agent None of the Agents shall not be under any obligation to any other Agent or any 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 to inspect the properties, books or records of the Borrower or any of its SubsidiariesLoan Parties. This Section 11.3 is intended solely to govern the relationship between the Agents, on the one hand, and the Lenders and their respective Liquidity Banks, on the other.

Exculpatory Provisions. Neither the Administrative Agent nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such them or any Person described in Section 11.2 under or in connection with this Agreement or the other Loan Transaction Documents (except for actions occasioned solely by its its, their or such Person's ’s own bad faith, gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders Purchasers or other agents for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof Seller contained in this Agreement or the other Loan Documents any 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 the other Loan Documents any Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents document furnished in connection herewith, or for any failure of either of the Borrower or any of its Subsidiaries Seller Parties to perform its respective obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article VI, except receipt of items required to be delivered to the Administrative Agent. The 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 or covenants contained in, or conditions of, this Agreementany Transaction Document, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesSeller Parties. This Section 11.3 is intended solely to govern the relationship between the Administrative Agent, on the one hand, and the Purchasers on the other.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the any Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the any Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower Borrowers or any of its their Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent Bank nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates affiliates shall (i) be (a) liable to any Bank for any action lawfully taken or omitted to be taken by it or such Person under them hereunder, or in connection with this Agreement or the herewith including pursuant to any other Loan Documents (except for actions occasioned solely Documents, unless caused by its or such Person's their own gross negligence or willful misconduct), or (bii) be responsible in any manner to any of the Lenders Banks for the effectiveness, enforceability, genuineness, validity or the due execution of this Loan Agreement or any other Loan Document or for any recitalsrecital, statementsrepresentation, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan Documents or in any warranty, document, certificate, report, report or statement herein or other document referred to made or provided for in, or received by the Administrative Agent furnished under or in connection with, with this Loan Agreement or the any other Loan Documents Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Agent shall not (iii) be under any obligation to any Lender of the Banks to ascertain or to inquire as to the performance or observance or performance of any of the agreements contained interms, covenants or conditions hereof or thereof on the part of the Borrower, or conditions of, this Agreementthe financial condition of the Borrower, or the existence or possible existence of any Event of Default under the Loan Documents. Neither the Agent Bank nor any Bank nor any of their respective directors, officers, employees, agents, attorneys or affiliates shall be liable to inspect the properties, books or records of the Borrower or any other Person for consequential damages resulting from any breach of its Subsidiariescontract, tort or other wrong in connection with the negotiation, documentation or administration of the Loan Documents or the collection of the Obligations.

Exculpatory Provisions. Neither the Administrative Agent or the Issuing Bank nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) 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 officer thereof contained in this Agreement or the other Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Issuing Bank under or in connection with, this Agreement or the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Neither the Agent nor the Issuing Bank 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 to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent ---------------------- nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Wilmar or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower Wilmar or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower Wilmar or any of its Subsidiaries.

Exculpatory Provisions. Neither None of the Administrative Agent Agents nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such them or any Person described in Section 12.2 under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its its, their or such Person's own bad faith, gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders or other Agents for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents document furnished in connection herewith, or for any failure of the either Borrower or any of its Subsidiaries Servicer to perform its respective obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article VII, except receipt of items required to be delivered to such Agent. The Administrative Agent None of the Agents shall not be under any obligation to any other Agent or any 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 to inspect the properties, books or records of Borrower, Servicer or Sellers. This Section 12.3 is intended solely to govern the Borrower or any of its Subsidiariesrelationship between the Agents, on the one hand, and the Lenders and their respective Liquidity Banks, on the other.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, agents or attorneys-in-fact, Subsidiaries or Affiliates fact shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement, any Note, the Security Agreement or the any other Loan Facility Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any either of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries Borrowers or any officer thereof contained in this Agreement, any Note, the Security Agreement or the any other Loan Facility 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, any Note, the Security Agreement or the any other Loan Facility Documents or for the value, or validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note, the Security Agreement or the any other Loan Documents Facility Documents, or for any failure of the any Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any no obligation to any Lender either Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, any Note, the Security Agreement or any other Facility Documents, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesBorrowers.

Exculpatory Provisions. Neither the Administrative Agent nor any of its ---------------------- officers, directors, employees, agents, attorneys-in-fact, Subsidiaries in fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Loan Agreement or the any other Loan Documents Operative Document (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders or any other party to the Operative Documents for any recitals, statements, representations representations, or warranties Loan Agreement made by the Borrower Lessor or any of its Subsidiaries the Lessee or any officer thereof contained in this Loan Agreement or the any other Loan Documents Operative 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 Loan Agreement or the any other Loan Documents Operative Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Loan Agreement or the any other Loan Documents Operative Document or for any failure of the Borrower Lessor or any of its Subsidiaries the Lessee to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender or any other party to the Operative Documents to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this AgreementLoan Agreement or any other Operative Document, or to inspect the propertiesEquipment, books or records of the Borrower Lessor or any of its Subsidiariesthe Lessee.

Exculpatory Provisions. Neither the Administrative Agent, the Syndication Agent, the Documentation Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Document (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (bii) 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 officer thereof contained in this Agreement or the any other Loan Documents Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent, the Syndication Agent or the Documentation Agent under or in connection with, this 77 Agreement or the any other Loan Documents Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents Document or for any failure of the Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. The Neither the Administrative Agent, the Syndication Agent nor the Documentation 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 AgreementAgreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any of its SubsidiariesBorrower.

Exculpatory Provisions. Neither the Administrative Agent nor any of its trustees, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable to any Lender (or any Lender's participants) for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders Lender (or any Lender's participants) for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its SubsidiariesBorrower.

Exculpatory Provisions. Neither the Administrative Agent nor ---------------------- any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Company or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower Company or any of its Subsidiaries Subsidiary thereof 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 to inspect the properties, books or records of the Borrower Company or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates shall be (ai) 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 Note or the other Loan Documents Guaranty Agreement (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (bii) 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 Borrower's Subsidiaries or any officer office thereof contained in this Agreement or any Note or the other Loan Documents 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 Note or the other Loan Documents Guaranty Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or Agreement, the other Loan Documents Note Guaranty Agreement, or for any failure of the Borrower or any of its Borrower's Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any no obligation to any Lender to ascertain or Bank to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, the Notes, or the Guaranty Agreement, or to inspect the properties, books or records of the Borrower or any of its Borrower's Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates (each an “Agent-Related Person”) shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Document (except for actions occasioned solely by its or such Person's ’s own gross negligence or willful misconduct), ) or (bii) 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 officer thereof contained in this Agreement or the any other Loan Documents 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 the any other Loan Documents Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for the other validity, enforceability, perfection or priority of any Lien purported to be granted to it or the Collateral Agent under the Loan Documents or for any failure of the Borrower or any of its Subsidiaries 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 AgreementAgreement or any other Loan Document, or to inspect the properties, books books, or records of the Borrower or any of its SubsidiariesBorrower.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) 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 the Credit Parties or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries the Credit Parties 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 to inspect the properties, books or records of the Borrower or any of its Subsidiariesthe Credit Parties.

Exculpatory Provisions. Neither the Administrative Agent nor any of its trustees, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries in- fact or Affiliates shall be (ai) liable to any Lender (or any Lender's participants) for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders Lender (or any Lender's participants) for any recitals, statements, representations or warranties made by the any Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the any Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its SubsidiariesBorrower.

Exculpatory Provisions. Neither the Administrative Agent nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such them or any Person described in Section 9.2 under or in connection with this Agreement or the other Loan Transaction Documents (except for actions occasioned solely by its its, their or such Person's ’s own gross negligence negligence, fraud or willful misconduct), or (bii) responsible in any manner to any of the Lenders or other agents for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan Documents any 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 the other Loan Documents any Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents document furnished in connection herewith, or for any failure of the Borrower or any either of its Subsidiaries Loan Parties to perform its respective obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered to the Administrative Agent. 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 or covenants contained in, or conditions of, this Agreementany Transaction Document, or to inspect the properties, books or records of Loan Parties. This Section 9.3 is intended solely to govern the Borrower or any of its Subsidiaries.relationship between the Administrative Agent, on the one hand, and the Lenders, on the other. Section 9.4

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (bii) 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 respective Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower Borrowers or any of its their respective Subsidiaries to perform its their 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 to inspect the properties, books or records of the Borrower Borrowers or any of its their respective Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) 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 officer thereof contained in this Agreement or the other Loan Documents 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Participation Agreement or the any other Loan Documents Operative Document (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders Participants or any other party to the Operative Documents for any recitals, statements, representations or warranties made by the Borrower Lessor or any of its Subsidiaries Lessee or any officer thereof contained in this Participation Agreement or the any other Loan Documents Operative 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 Participation Agreement or the any other Loan Documents Operative Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Participation Agreement or the any other Loan Documents Operative Document or for any failure of the Borrower Lessor or any of its Subsidiaries Lessee to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender Participant or any other party to the Operative Documents to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this AgreementParticipation Agreement or any other Operative Document, or to inspect the properties, books or records of the Borrower Lessor or any of its SubsidiariesLessee.

Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) 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 officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries 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 to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Syndication Agent, the Documentation Agent, the Managing Agent and the Co- Agents, in their capacities as such, have no duties or obligations under this Agreement.

Exculpatory Provisions. Neither the Administrative Agent nor any of its trustees, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable to any Lender (or any Lender's participants) for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders Lender (or any Lender's participants) for any recitals, statements, representations or warranties made by the any Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower Borrowers (or any of its Subsidiaries them) 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 to inspect the properties, books or records of the Borrower or any of its SubsidiariesBorrower.

Exculpatory Provisions. Neither None of the Administrative Agent nor Trustee, the Accounts Agent, or any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable to the Issuer for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct)Agreement, or (b) responsible in any manner to any of the Lenders Person for any recitals, statements, representations representations, or warranties made by the Borrower or any of its Subsidiaries Issuer or any officer thereof contained in this Agreement or the other Loan Documents or in any certificate, report, statement statement, or other document referred to or provided for in, or received by the Administrative Trustee or the Accounts Agent under or in connection with, this Agreement or the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or Issuer to perform any of its Subsidiaries to perform its obligations hereunder or thereunderthe Obligations. The Administrative Neither the Trustee nor the Accounts Agent shall not 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, Agreement or to inspect the properties, books properties or records of the Borrower Issuer. Notwithstanding anything to the contrary contained herein, none of the Trustee, the Accounts Agent, or any of their respective officers, directors, employees, agents, attorneys-in-fact, or Affiliates shall be exonerated from any liability arising from its Subsidiariesor their own gross negligence or willful misconduct as determined by a court of competent jurisdiction.

Exculpatory Provisions. Neither the Administrative Agent nor the Collateral Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Company or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower Company or any of its Subsidiaries Subsidiary thereof to perform its obligations hereunder or thereunder. The Administrative Agent and 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 to inspect the properties, books or records of the Borrower Company or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person them under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its its, their or such Person's ’s own gross negligence or willful misconductmisconduct or, in the case of Agent, the breach of its obligations expressly set forth in this Agreement, unless such action was taken or omitted to be taken by Agent at the direction of the Required Purchasers), or (b) responsible in any manner to any of the Lenders Purchasers for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof Loan Parties contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents document furnished in connection herewith, or for any failure of the Borrower or any of its Subsidiaries the Loan Parties to perform its their respective obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article 4 hereof. The 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 or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries.the Middleby Companies. 50 9.4

Exculpatory Provisions. Neither the Administrative Agent, the Syndication Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the any other Loan Documents Document (except for actions occasioned solely by its or such Person's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Company or any of its Subsidiaries Subsidiary or any officer thereof contained in this Agreement or the any other Loan Documents Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Syndication Agent, as the case may be, under or in connection with, this Agreement or the any other Loan Documents Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents Document or for any failure 156 of the Borrower Company or any of its Subsidiaries other Person to perform its obligations hereunder or thereunder. The Administrative Neither the Agent nor the Syndication 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 AgreementAgreement or any other Loan Document, or to inspect the properties, books or records of the Borrower Company or any of its Subsidiaries.

Exculpatory Provisions. Neither the Administrative Agent (in its capacity as such) nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Participation Agreement or the any other Loan Documents (Operative Agreement, except for actions occasioned solely by its or such Person's own willful misconduct or gross negligence (or willful misconduct), negligence in the handling of funds) or (b) responsible in any manner to any of the Lenders Participants or any other party to the Operative Agreements for any recitals, statements, representations or warranties made by the Borrower Lessor or any of its Subsidiaries the Lessee or any officer thereof contained in this Participation Agreement or the any other Loan Documents Operative 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 Participation Agreement or the any other Loan Documents Operative Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Participation Agreement or the any other Loan Documents Operative Agreement or for any failure of the Borrower Lessor or any of its Subsidiaries the Lessee to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender or any other party to the Operative Agreements to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Participation Agreement or any other Operative Agreement, or to inspect the properties, books or records of the Borrower Lessor or any of its Subsidiariesthe Lessee.

Exculpatory Provisions. Neither None of the Administrative Agent Agents nor any of its directors, officers, directors, employees, agents, attorneys-in-fact, Subsidiaries agents or Affiliates employees shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such them or any Person described in Section 12.2 under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its its, their or such Person's ’s own bad faith, gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders or | CH\784520.6|| 030466-0018 other Agents for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan 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 the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the any other Loan Documents document furnished in connection herewith, or for any failure of the either Borrower or any of its Subsidiaries Collection Agent to perform its respective obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article VII, except receipt of items required to be delivered to such Agent. The Administrative Agent None of the Agents shall not be under any obligation to any other Agent or any 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 to inspect the properties, books or records of Borrower, Collection Agent or Originators. This Section 12.3 is intended solely to govern the Borrower or any of its Subsidiariesrelationship between the Agents, on the one hand, and the Lenders and their respective Liquidity Banks, on the other.