Common use of Limits of Collateral Manager Responsibility; Indemnification Clause in Contracts

Limits of Collateral Manager Responsibility; Indemnification. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it with reasonable care and in good faith and, subject to the standard of conduct described in the next succeeding sentence, shall not be responsible for any action of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Collateral Manager and its Affiliates and their respective members, managers, directors, officers, stockholders, employees and agents shall not be liable to the Issuer, the Trustee, any Secured Party or the Holders of the Class A Notes or any other Persons for any Losses (as defined below) incurred, or for any decrease in the value of the Collateral or the Class A Notes, as a result of the actions taken or recommended, or for any omissions, by the Collateral Manager or its Affiliates or their respective members, managers, directors, officers, stockholders, employees or agents under this Agreement, except by reason of acts or omissions constituting bad faith, fraud, willful misconduct or gross negligence in the performance of its obligations hereunder and under the applicable terms of the Indenture. Notwithstanding anything in this Agreement or the Indenture to the contrary, any obligation of the Collateral Manager to apply commercially reasonable efforts in purchasing and disposing of Collateral Obligations and Eligible Investments and the performance of its other duties under this Agreement shall permit the Collateral Manager to take into account its investment decision-making process and any other considerations it deems appropriate. The Collateral Manager and its Affiliates and their respective members, managers, directors, officers, stockholders, employees and agents shall be entitled to indemnification by the Issuer in accordance with Section 10(b)

Limits of Collateral Manager Responsibility; Indemnification. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture made applicable to it with reasonable care and the Collateral Manager pursuant to the terms of this Agreement in good faith and, subject to the standard of conduct described in the next succeeding sentence, shall not be responsible for any action of the Issuer or the Trustee Trustee. Notwithstanding anything contained herein or in following or declining the Indenture to follow any advicethe contrary, recommendation or direction of neither the Collateral Manager. The Collateral Manager and nor any of its Affiliates and Affiliates, nor their respective members, managersstockholders, directors, officersofficers or employees, stockholders, employees and agents shall not be liable to the Issuer, the Trustee, any Secured Party or the Collateral Administrator, the Holders of the Class A Notes or any other Persons person for any Losses (as defined below) incurredLiabilities incurred by the Issuer, or for any decrease in the value of Trustee, the Collateral Administrator, the Holders or such other person that arise out of or in connection with the Class A Notes, as a result of the actions taken or recommended, or for any omissions, performance by the Collateral Manager or of its Affiliates or their respective members, managers, directors, officers, stockholders, employees or agents duties under this AgreementAgreement and the Indenture, except (i) by reason of acts or omissions constituting bad faith, fraud, willful misconduct or gross negligence in the performance performance, or reckless disregard, of its obligations hereunder and or under the applicable terms of the Indenture. Notwithstanding anything in this Agreement Indenture applicable to it; or the Indenture (ii) with respect to the contrary, any obligation of the Collateral Manager Information, to apply commercially reasonable efforts the extent such information contains any untrue statement of material fact or omits to state a material fact necessary in purchasing order to make the statements in the Offering Circular, in the light of the circumstances under which they were made, not misleading (each of the occurrences set forth in clauses (i) and disposing of Collateral Obligations and Eligible Investments and the performance of its other duties under this Agreement shall permit the (ii), a “Collateral Manager to take into account its investment decision-making process and any other considerations it deems appropriate. The Collateral Manager and its Affiliates and their respective members, managers, directors, officers, stockholders, employees and agents shall be entitled to indemnification by the Issuer in accordance with Section 10(bBreach”).

Limits of Collateral Manager Responsibility; Indemnification. (a) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it with reasonable care and in good faith and, subject to the standard of conduct described in the next succeeding sentence, shall not be responsible for any action of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Collateral Manager and its Affiliates and their respective members, managers, directors, officers, stockholders, employees and agents shall not be liable to the Issuer, the Trustee, any Secured Party or the Holders of the Class A Notes or any other Persons for any Losses (as defined below) incurred, or for any decrease in the value of the Collateral or the Class A Notes, as a result of the actions taken or recommended, or for any omissions, by the Collateral Manager or its Affiliates or their respective members, managers, directors, officers, stockholders, employees or agents under this Agreement, except by reason of acts or omissions constituting bad faith, fraud, willful misconduct or gross negligence in the performance of its obligations hereunder and under the applicable terms of the Indenture. Notwithstanding anything in this Agreement or the Indenture to the contrary, any obligation of the Collateral Manager to apply commercially reasonable efforts in purchasing and disposing of Collateral Obligations and Eligible Investments and the performance of its other duties under this Agreement shall permit the Collateral Manager to take into account its investment decision-making process and any other considerations it deems appropriate. The Collateral Manager and its Affiliates and their respective members, managers, directors, officers, stockholders, employees and agents shall be entitled to indemnification by the Issuer in accordance with Section 10(b) and the Priority of Payments. The Collateral Manager shall indemnify and hold harmless (the Collateral Manager, in such case the “Indemnifying Party”) the Issuer and its Affiliates and their respective members, managers, directors, officers, stockholders, employees and agents (each, an “Indemnified Party”) from and against any and all expenses, losses, damages, liabilities, demands, charges or claims of any nature whatsoever (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), as incurred, in respect of or arising from acts or omissions constituting, and determined in a final judicial proceeding to constitute, bad faith, fraud, willful misconduct or gross negligence in the performance by the Collateral Manager of its obligations hereunder and under the applicable terms of the Indenture.

Limits of Collateral Manager Responsibility; Indemnification. (a) The Subject to Section 7, the Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it with reasonable care and in good faith and, subject to the standard of conduct described in the next succeeding sentence, shall not be responsible for any action of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Collateral Manager and its Affiliates and their respective principals, partners, members, stockholders, directors, managers, managing directors, officers, stockholders, employees and agents shall not be liable to the Issuer, the Trustee, the Fiscal Agent, the Collateral Administrator, any Secured Party or the Holders of the Class A Notes Securities or any other Persons for any Losses (as defined below) incurred, or for any decrease in the value of the Collateral or the Class A NotesAssets, as a result of the actions taken or recommended, or for any omissions, by the Collateral Manager or its Affiliates or their respective principals, partners, members, stockholders, directors, managers, managing directors, officers, stockholders, employees or agents under this AgreementAgreement or the Indenture, except (i) by reason of acts or omissions constituting which have been determined in a final judicial proceeding to constitute bad faith, fraud, willful misconduct or gross negligence in the performance of of, or reckless disregard with respect to, its obligations hereunder and under hereunder; or (ii) that arise out of or are based upon any Collateral Manager Information in the applicable terms Offering Circular that contains any untrue statement of a material fact or omits to state a material fact necessary in order to make any statements in the Collateral Manager Information in the final Offering Circular as of the Indenturedate hereof, in light of the circumstances under which they were made, not misleading, as determined in a final judicial proceeding (each, a “Collateral Manager Breach”). United States federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith and nothing contained herein will constitute a waiver or limitation of any rights which the Issuer or any holder of Securities may have under any applicable federal or state securities laws. Notwithstanding anything in this Agreement or the Indenture to the contrary, any obligation of the Collateral Manager to apply commercially reasonable efforts in purchasing and disposing of Collateral Obligations and Eligible Investments and the performance of its other duties under this Agreement and the Indenture shall permit the Collateral Manager to take into account its investment decision-making process and any other considerations it deems appropriate. It is understood in connection with the foregoing provisions and any other provision of this Agreement and any other Transaction Document (including the Indenture) applicable to the Collateral Manager, that the Collateral Manager is not required to make any independent investigation of any laws or regulations or interpretations thereof that may affect or be applicable to the holders of the Securities. The Collateral Manager and its Affiliates and their respective principals, partners, members, stockholders, directors, managers, managing directors, officers, stockholders, employees and agents shall be entitled to indemnification by the Issuer in accordance with Section 10(b)) and the Priority of Payments Notwithstanding anything to the contrary in this Agreement or in the Indenture, in no event shall the Collateral Manager or its Affiliates be liable for special, indirect, consequential or punitive damages.

Limits of Collateral Manager Responsibility; Indemnification. (a) The Subject to Section 7, the Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it with reasonable care and in good faith and, subject to the standard of conduct care described in the next succeeding sentence, shall not be responsible for any action of the Issuer or the Collateral Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager. The Collateral Manager and its Affiliates and their respective principals, partners, members, stockholders, directors, managers, managing directors, officers, stockholders, employees and agents shall not be liable to the Issuer, the Collateral Trustee, the Fiscal Agent, the Collateral Administrator, any Secured Party or the Holders of the Class A Notes Debt or any other Persons for any Losses (as defined below) incurred, or for any decrease in the value of the Collateral or the Class A NotesAssets, as a result of the actions taken or recommended, or for any omissions, by the Collateral Manager or its Affiliates or their respective principals, partners, members, stockholders, directors, managers, managing directors, officers, stockholders, employees or agents under this AgreementAgreement or the Indenture, except (i) by reason of acts or omissions constituting which have been determined in a final, non-appealable judicial proceeding to constitute bad faith, fraud, willful misconduct or gross negligence in the performance of of, or reckless disregard with respect to, its obligations hereunder hereunder; or (ii) that arise out of or are based upon any untrue statement or omission | of a material fact in an Offering Circular based upon information contained in the Collateral Manager Information (each, a “Collateral Manager Breach”). United States federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith and nothing contained herein will constitute a waiver or limitation of any rights which the Issuer or any holder of Debt may have under any applicable terms of the Indenturefederal or state securities laws. Notwithstanding anything in this Agreement or the Indenture to the contrary, any obligation of the Collateral Manager to apply commercially reasonable efforts in purchasing and disposing of Collateral Obligations Obligations, Restructured assets, Permitted Equity Securities, Equity Securities and Eligible Investments and the performance of its other duties under this Agreement and the Indenture shall permit the Collateral Manager to take into account its investment decision-making process and any other considerations it deems appropriate. It is understood in connection with the foregoing provisions and any other provision of this Agreement and any other Transaction Document (including the Indenture) applicable to the Collateral Manager, that the Collateral Manager is not required to make any independent investigation of any laws or regulations or interpretations thereof that may affect or be applicable to the holders of the Debt. The Collateral Manager and its Affiliates and their respective principals, partners, members, stockholders, directors, managers, managing directors, officers, stockholders, employees and agents shall be entitled to indemnification by the Issuer in accordance with Section 10(b)) and the Priority of Payments Notwithstanding anything to the contrary in this Agreement or in the Indenture, in no event shall the Collateral Manager or its Affiliates be liable for special, indirect, consequential or punitive damages.