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Exculpatory Provisions. No Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be # liable for any action lawfully taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document (except for its or such Person’s own gross negligence, bad faith or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or # responsible in any manner to any of the Lenders or any participant for any recitals, statements, representations or warranties made by any of the Borrower, any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of the Borrower or any other Loan Party to perform its obligations hereunder or thereunder. No Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent 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 Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Exculpatory9.3Exculpatory Provisions. NoNeither the Administrative Agent nor any of itstheir respective officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates shall be # liable for any action lawfully taken or omitted to be taken by any of themit or such Person under or in connection with this Agreement or any other Loan Document (except forto the extent that any of the foregoing resulted from its or such Person’Person’s own gross negligence, bad faithnegligence or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein)misconduct) or # responsible in any manner to any of the Lenders or any participant for any recitals, statements, representations or warranties made by any of the Borrower, any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by suchthe Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents,Document or for any failure of the Borrower or any other Loan Party to perform its obligations hereunder or thereunder. NoThe Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent 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 Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

SECTION # Exculpatory Provisions. NoNeither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates shall be # liable for any action lawfully taken or omitted to be taken by any of themit or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Person’s own gross negligence, bad faith or willful misconduct, as determined into the extent that any of the foregoing are found by a final judgmentand nonappealable decision of a court of competent jurisdiction, in connection withjurisdiction to have resulted from its duties expressly set forth herein)or such Person’s own gross negligence or willful misconduct) or # responsible in any manner to any of the Lenders or any participant for any recitals, statements, representations or warranties made by any of the Borrower, any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by suchthe Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents,Document or for any failure of the Borrower or any other Loan Party a party thereto to perform its obligations hereunder or thereunder. NoThe Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent 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 Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Exculpatory9.3Exculpatory Provisions. NoNeither any Applicable Agent nor any of itstheir respective officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates shall be # liable for any action lawfully taken or omitted to be taken by any of themit or such Person under or in connection with this Agreement or any other Loan Document (except forto the extent that any of the foregoing resulted from its or such Person’Person’s own gross negligence, bad faithnegligence or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein)misconduct) or # responsible in any manner to any of the Lenders or any participant for any recitals, statements, representations or warranties made by any of the Borrower, any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by suchany Applicable Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents,Document or for any failure of the Borrower or any other Loan Party to perform its obligations hereunder or thereunder. No AgentThe Applicable Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent 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 Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

SECTION # Exculpatory Provisions. No Agent norNone of the Administrative Agent, its Affiliates or any of itstheir respective officers, directors, employees, agents,agents or attorneys-in-fact or Affiliates shall be # liable for any action lawfully taken or omitted to be taken by any of themit or such Person under or in connection with this Agreement or any other Loan Document (except forto the extent that any of the foregoing are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence, bad faithnegligence or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein)misconduct) or # responsible in any manner to any of the Lenders or any participant for any recitals, statements, representations or warranties made by any of the Borrower, any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Agentthe Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents,Document or for any failure of the Borrower or any other Loan Party party thereto to perform its obligations hereunder or thereunder. No AgentThe Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan PartyParty. The Administrative Agent shall not have any duties or any Affiliate thereof. The Collateralobligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, # the Administrative Agent shall not be undersubject to any obligationfiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, and # the Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained by the Administrative Agent or any Lenderof its Affiliates in any capacity. The Administrative Agent shall not be responsible for or have any duty to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.into:

Section # Exculpatory Provisions. NoNeither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or AffiliatesRelated Parties shall be # liable for any action lawfully taken or omitted to be taken by any of themit or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Person’sRelated Parties’ own gross negligence, bad faithnegligence or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein)misconduct) or # responsible in any manner to any of the Lenders or any participant for any recitals, statements, representations or warranties made by the Borrower or any of the Borrower, any other Loan Partyits Subsidiaries or any officer thereofof their respective officers contained in this Agreement orAgreement, any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by suchthe Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of the Borrower or any other Loan PartySubsidiary of the Borrower or any of their respective officers to perform its obligations hereunder or thereunder. NoThe Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent 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 Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions.. No Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or AffiliatesAgent-Related Person shall # be # liable for any action lawfully taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its or such Person’s own gross negligence, bad faithnegligence or willful misconduct, as determined inby the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or # be responsible in any manner to any of the LendersLender or any participant for any recitals, statements, representationsrecital, statement, representation or warrantieswarranty made by any of the Borrower,Loan Party, any Guarantor or any officer thereof, contained herein or in any other Loan Party or any officer thereof contained in this Agreement or any other Loan DocumentDocument, or in any certificate, report, statement or other document referred to or provided for in, or received by suchthe Administrative Agent under or in connection with, this Agreement or any other Loan DocumentDocument, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of the Borrowerany Loan Party or any other party to any Loan PartyDocument to perform its obligations hereunder or thereunder. No AgentAgent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent 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 Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions.Section # Liability of Agents. No Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or AffiliatesAgent-Related Person shall # be # liable for any action lawfully taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its or such Person’s own gross negligence, bad faithnegligence or willful misconduct, as determined inby the final non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), # except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity, # be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in [Article 4] or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or # be responsible in any manner to any of the LendersLender or any participantParticipant for any recitals, statements, representationsrecital, statement, representation or warrantieswarranty made by any of the Borrower, any other Loan Party or any officer thereofthereof, contained herein or in this Agreement or any other Loan DocumentDocument, or in any certificate, report, statement or other document referred to or provided for in, or received by suchthe Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any other Loan DocumentDocument, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, the existence, value or collectability of the Collateral, any failure to monitor or maintain any part of the Collateral, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of the Borrowerany Loan Party or any other party to any Loan PartyDocument to perform its obligations hereunder or thereunder. No AgentAgent-Related Person shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. TheNotwithstanding the foregoing, neither the Administrative Agent nor the Collateral Agent shall not be underhave any obligationduty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or Collateral Agent (as applicable) is required to exercise as directed in writing by the Required (or such other number or percentage of the as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent or Collateral Agent (as applicable) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or Collateral Agent (as applicable) to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender to ascertain or to inquire as to the observance or performancein violation of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.Debtor Relief Law.

Section # Exculpatory Provisions. NoNeither any Agent nor any of its directors, officers, directors, employees, agents, attorneys-in-factagents or Affiliatesemployees shall be # liable for any action lawfully taken or omitted to be taken by any ofit or them under or in connection with this Agreement or any other Loan Document (except for itsits, their or such Person’Person’s own gross negligence, bad faithnegligence or willful misconduct, as determinedmisconduct or, in the final judgmentcase of a courtany Agent, the breach of competent jurisdiction, in connection with its dutiesobligations expressly set forth herein)in this Agreement) or # responsible in any manner to any of the Lenders or any participantSecured Parties for any recitals, statements, representations or warranties made by any of the Borrower, any other Loan Partythe Servicer, or any officer thereofthe Backup Servicer contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Agent under or in connection with, this Agreement or any other LoanBasic Document orto which it is a party for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents,document furnished in connection herewith, or for any failure of the Borrower or any other Loan Party to perform its obligations hereunderhereunder, or thereunder.for the satisfaction of any condition specified in Article Four. No Agent shall be under any obligation to any LenderSecured Party to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan Document,Agreement, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Collateralthe Borrower. No Agent shall not be under any obligationdeemed to have knowledge or notice of the Administrative Agent or any Lender to ascertain or to inquire as to the observance or performanceoccurrence of any breach of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or recordsoccurrence of any LoanEvent of Default, Unmatured Event of Default, Facility Amortization Event or Servicer Termination Event unless it has received written notice thereof from the Borrower, the Servicer or a Secured Party.

Exculpatory Provisions. No Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or AffiliatesAgent-Related Person shall # be # liable for any action lawfully taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its or such Person’s own gross negligence, bad faithnegligence or willful misconduct, as determined inby the final non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or # be responsible in any manner to any of the LendersLender or any participantParticipant for any recitals, statements, representationsrecital, statement, representation or warrantieswarranty made by any of the Borrower, any other Loan Party or any officer thereofthereof, contained herein or in this Agreement or any other Loan DocumentDocument, or in any certificate, report, statement or other document referred to or provided for in, or received by suchany Agent under or in connection with, this Agreement or any other Loan DocumentDocument, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of the Borrowerany Loan Party or any other party to any Loan PartyDocument to perform its obligations hereunder or thereunder. No AgentAgent-Related Person shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent 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 Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

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