Common use of Liability of the Agent Clause in Contracts

Liability of the Agent. Neither the Agent nor any of its respective directors, officers, agents, or employees shall be liable for any action taken or not taken by them under or in connection with the Loan Documents, except for their own gross negligence or willful misconduct as determined by a final, non-appealable judicial order. Without limitation on the foregoing, the Agent and its respective directors, officers, agents, and employees: (a) may treat the payee of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due to the Lenders for all purposes of this Agreement until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lender; (b) may consult with legal counsel, in-house legal counsel, independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the Borrower, and shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such legal counsel, independent public accountants, or experts; (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, warranty, or representation made in any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan Documents, shall have no duty to ascertain or inquire as to the performance or observance by the Borrower or any other Person of any of the terms, conditions, or covenants of any of the Loan Documents or to inspect the property, books, or records of the Borrower or any Subsidiary or other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, or value of any Loan Document any other instrument or writing furnished pursuant thereto or in connection therewith, or the creation, attachment, perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, telecopier message or other instrument or writing believed by it or them to be genuine and to have been signed, sent or made by the proper Person; and (h) shall not incur any liability for any arithmetical error in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, and other amounts; provided that promptly upon discovery of such an error in computation, the Agent, the Lenders, and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred.

Liability of the Agent. Neither the Agent nor any of its respective directors, officers, agents, or employees shall be liable for any action taken or not taken by them under or in connection with the Loan Documents, except for their own gross negligence or willful misconduct as determined by a final, non-appealable judicial ordermisconduct. Without limitation on the foregoing, the Agent and its respective directors, officers, agents, and employees: (a) may treat the payee of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due to the Lenders for all purposes of this Agreement until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lender; (b) may consult with legal counsel, in-house legal counsel, independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the Borrower, and shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such legal counsel, independent public accountants, or experts; (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, warranty, or representation made in any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan Documents, shall will have no duty to ascertain or inquire as to the performance or observance by the Borrower or any other Person of any of the terms, conditions, or covenants of any of the Loan Documents or to inspect the property, books, or records of the Borrower or any Subsidiary or other Person; (e) shall will not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, or value of any Loan Document any other instrument or writing furnished pursuant thereto or in connection therewith, or the creation, attachment, perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall will not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, telecopier message or other instrument or writing believed by it or them to be genuine and to have been signed, sent or made by the proper Person; and (hg) shall will not incur any liability for any arithmetical error in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, and other amounts; provided that promptly upon discovery of such an error in computation, the Agent, the Lenders, and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred.

Liability of the Agent. Neither the Agent nor any of its respective directors, officers, agents, or employees shall be liable for any action taken or not taken by them under or in connection with the Loan Documents, except for their own gross negligence or willful misconduct as determined by a final, non-appealable judicial order. Without limitation on the foregoing, the Agent and its respective directors, officers, agents, and employees: (a) may treat the payee of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's ’s interest in the obligations due to the Lenders for all purposes of this Agreement until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lender; (b) may consult with legal counsel, in-house legal counsel, independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the Borrower, and shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such legal counsel, independent public accountants, or experts; (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, warranty, or representation made in any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan Documents, shall have no duty to ascertain or inquire as to the performance or observance by the Borrower or any other Person of any of the terms, conditions, or covenants of any of the Loan Documents or to inspect the property, books, or records of the Borrower or any Subsidiary or other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, or value of any Loan Document any other instrument or writing furnished pursuant thereto or in connection therewith, or the creation, attachment, perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, telecopier message or other instrument or writing believed by it or them to be genuine and to have been signed, sent or made by the proper Person; and (h) shall not incur any liability for any arithmetical error in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Revolving Loans, and other amounts; provided that promptly upon discovery of such an error in computation, the Agent, the Lenders, and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred.

Liability of the Agent. Neither the The Agent nor any of (including its respective directorsshareholders, officers, agents, or employees shall be liable for any action taken or not taken by them under or in connection with the Loan Documents, except for their own gross negligence or willful misconduct as determined by a final, non-appealable judicial order. Without limitation on the foregoing, the Agent and its respective directors, officers, agents, and employees) will not be liable for any action taken or inaction by it under or in connection with this Agreement in the absence of its own gross negligence or willful misconduct. Without thereby limiting the foregoing sentence, the Agent: (a) may 1. May treat the payee of any a Note as the holder thereof until the Agent receives written notice of the assignment or a transfer thereof signed by such payee in a form reasonably satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due to the Lenders for all purposes of this Agreement until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lender; (b) may 2. May consult with legal counsel, in-house legal counsel, independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or and other experts for the Borrower, selected by it and shall will not be liable for any action taken or not taken inaction by it or them in good faith in accordance with the advice of such legal counsel, independent public accountants, or experts; (c) makes 3. Makes no warranty or representation or warranty to any Lender Bank and will not be liable or responsible to any Lender for any statementthe statements, warrantywarranties, or representation representations made in by the Contran Companies or any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) person in connection with this Agreement, 4. Will not have any of the Loan Documents; (d) except obligation to the extent expressly set forth in the Loan Documents, shall have no duty to ascertain or inquire as to the performance or observance by the Borrower or any other Person of any of the terms, conditionscovenants, or covenants conditions of any this Agreement on the part of the Loan Documents Contran Companies or any other person or to inspect the propertyany Pledged Securities, booksbooks and records, or records other property of the Borrower Contran Companies or any Subsidiary or other Personperson; (e) shall 5. Will not be responsible to any Lender member of the Bank Group for the due execution, legality, validity, enforceability, genuineness, effectivenessperfection, sufficiency, or value of any Loan Document this Agreement, the Notes, or any other instrument certificate, instrument, or writing document furnished pursuant thereto or in connection therewithto this Agreement, or the creation, attachment, perfection or priority of any Lien purported to be created under or contemplated by any Loan Document;and (f) shall 6. Will have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall not incur any liability Agreement or otherwise by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, or other instrument, document, statement, telecopier message or other instrument writing (whether personally delivered or writing sent by mail, messenger, telegram, telex, or facsimile) believed by it or them the Agent to be genuine and to have been signed, sent or made signed by the proper Person; and (h) shall not incur any liability for any arithmetical error in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, and other amounts; provided that promptly upon discovery of such an error in computation, the Agent, the Lenders, and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurredperson.

Liability of the Agent. Notwithstanding any provision of ---------------------- this Agreement, the Security Agreement or any other Transaction Document: (i) the Agent shall not have any obligations under this Agreement, the Security Agreement or any other Transaction Document other than those specifically set forth herein and therein, and no implied obligations of the Agent shall be read into this Agreement, the Security Agreement or any other Transaction Document; and (ii) in no event shall the Agent be liable under or in connection with this Agreement, the Security Agreement or any other Transaction Document for indirect, special, or consequential losses or damages of any kind, including lost profits, even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed. Neither the Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or not omitted to be taken in good faith by it or them under or in connection with this Agreement, the Loan DocumentsSecurity Agreement or any other Transaction Document, except for its or their own gross negligence or willful misconduct as determined by a final, non-appealable judicial ordermisconduct. Without limitation on limiting the foregoing, the Agent and its respective directors, officers, agents, and employees: (a) may treat the payee of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due to the Lenders for all purposes of this Agreement until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lender; (b) may consult with legal counselcounsel (including counsel for the Lenders, in-house legal counselthe Borrower or the Servicer), independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the Borrower, and shall not be liable for any action taken or not omitted to be taken by it or them in good faith by it in accordance with the advice of such legal counsel, independent public accountants, accountants or experts; , (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, warranty, or representation made in any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan Documents, shall have no duty to ascertain or inquire as to the performance or observance by the Borrower or any other Person of any of the terms, conditions, or covenants of any of the Loan Documents or to inspect the property, books, or records of the Borrower or any Subsidiary or other Person; (eb) shall not be responsible to the Lenders, the Borrower, AFS, the Servicer, any Lender Seller, or the Backup Servicer for any statements, warranties or representations (other than its own statements) made in or in connection with this Agreement, the Security Agreement or the other Transaction Documents, (c) shall not be responsible to the Lenders, the Borrower, the AFS, the Servicer, any Seller or the Backup Servicer for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, sufficiency or value of any Loan Document any this Agreement, the Security Agreement or the other instrument Transaction Documents (other than the legality, validity, enforceability or writing furnished pursuant thereto genuineness of its own execution, authorization and performance hereof and thereof), (d) shall incur no liability under or in connection therewith, or the creation, attachment, perfection or priority respect of any Lien purported to be created under of the commercial paper or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on other obligations of the part of any Lender to comply with any obligation to be performed by such Lender Lenders under this Agreement; , the Security Agreement or the other Transaction Documents and (ge) shall not incur any no liability under or in respect of this Agreement, the Security Agreement or the other Transaction Documents by acting or not acting in reliance upon any Loan Document, noticenotice (including notice by telephone), consent, certificate, document, statement, telecopier message certificate or other instrument or writing (which may be by facsimile) believed by it or them to be genuine and to have been signed, signed or sent or made by the proper Person; and (h) party or parties. Notwithstanding anything else herein or in the other Transaction Documents, it is agreed that where the Agent may be required under this Agreement, the Security Agreement or the other Transaction Documents to give notice of any event or condition or to take any action as a result of the occurrence of any event or the existence of any condition, the Agent agrees to give such notice or take such action only to the extent that it has actual knowledge of the occurrence of such event or the existence of such condition, and shall not incur any no liability for any arithmetical error failure to give such notice or take such action in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, and other amounts; provided that promptly upon discovery absence of such an error in computation, the Agent, the Lenders, and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurredknowledge.

Liability of the Agent. Neither (a) The Agent or the Agent nor Issuing Bank, when acting on behalf of the Lenders, may execute any of its respective directors, duties under this Credit Agreement or the other Fundamental Documents by or through its officers, agents, or employees and neither the Agent, the Issuing Bank nor their respective officers, agents or employees shall be liable to the Lenders or any of them for any action taken or not omitted to be taken by in good faith, nor be responsible to the Lenders or to any of them under for the consequences of any oversight or in connection with error of judgment, or for any loss, unless the Loan Documents, except for their own same shall happen through its gross negligence or willful misconduct as determined by a final, non-appealable judicial ordermisconduct. Without limitation on the foregoingThe Agent, the Agent Issuing Bank and its their respective directors, officers, agents, and employees: (a) may treat the payee of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof employees shall in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due no event be liable to the Lenders or to any of them for all purposes any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders (or such other number of this Agreement until Lenders as is expressly required by any Fundamental Document) or in reliance upon the Agent receives notice advice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lender; (b) may consult with legal counsel, in-house legal counsel, independent public accountants, in-house accountants and other professionals, or other experts counsel selected by it with reasonable care. Without limiting the foregoing, neither the Agent, the Issuing Bank, nor any of their respective directors, officers, employees, or with legal counsel, independent public accountants, or other experts for the Borrower, and agents shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such legal counsel, independent public accountants, or experts; (c) makes no representation or warranty to any Lender and will not be responsible to any Lender of the Lenders for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation made in in, or for the perfection of any security interest contemplated by, this Credit Agreement, any other Fundamental Document or any related agreement, document or order, or for freedom of any of the Loan Documents Collateral or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan DocumentsPledged Securities from prior Liens or security interests, or shall have no duty be required to ascertain or inquire as to make any inquiry concerning the performance or observance by the Borrower or any other Person Credit Party of any of the terms, conditions, covenants, or covenants agreements of this Credit Agreement, any other Fundamental Document, or any related agreement or document. (b) None of the Agent (as agent for the Lenders), the Issuing Bank or any of the Loan Documents or to inspect the propertytheir respective directors, booksofficers, employees, or records of agents shall have any responsibility to the Borrower or any Subsidiary other Credit Party on account of the failure or other Person; (e) shall not be responsible to delay in performance or breach by any Lender for of the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, or value Lenders of any Loan Document of such Lender’s obligations under this Credit Agreement, the other Fundamental Documents or any other instrument related agreement or writing furnished pursuant thereto document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower or any other Credit Party on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under this Credit Agreement, the other Fundamental Documents or any related agreement or document or in connection herewith or therewith. (c) The Agent as agent for the Lenders hereunder and the Issuing Bank in such capacity, shall be entitled to rely on any communication, instrument, or the creation, attachment, perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, telecopier message or other instrument or writing document believed by it or them to be genuine or correct and to have been signed, signed or sent by a Person or made Persons believed by it to be the proper Person; and (h) Person or Persons, and it shall not incur any liability for any arithmetical error in computing any amount payable be entitled to or receivable from any Lender hereunderrely on advice of legal counsel, including, without limitation, payment of principal and interest on the Notes, Loansindependent public accountants, and other amounts; provided that promptly upon discovery of such an error in computation, the Agent, the Lenders, professional advisers and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurredexperts selected by it.

Liability of the Agent. Neither (a) Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document: (i) the Agent nor shall not have any duties or responsibilities, except those expressly set forth herein, and (ii) the Agent shall not have any duty to take any discretionary actions or exercise any discretionary rights or powers (or refrain from taking any discretionary actions or refrain from exercising any discretionary rights or powers), including any right or power of its respective directorsthe Agent to make requests under this Agreement, officersexcept at the written direction of the Majority Lenders (that the Agent deems appropriate, agentsin the Agent’s sole discretion); provided, further, that the Agent shall not be required to take any action or refrain from taking any action that, in the Agent’s opinion or the opinion of the Agent’s counsel, may expose the Agent or any Agent-Related Persons to liability or that is contrary to any Loan Document or applicable law, regulation, or employees order. The Agent shall in all cases be fully protected in acting, or refraining from acting, under this Agreement in accordance with the written direction of the Majority Lenders under this Article 15, and such direction shall be binding upon each of the Lenders and all future holders of the Loans, or a Letter of Credit Participation, as applicable. (b) The Agent shall not have, and shall not be deemed to have, any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations, or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (c) None of the Agent-Related Persons shall (i) be liable for any action taken or not omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the Loan Documents, transactions contemplated hereby (except for their its own gross negligence or willful misconduct as determined by a final, non-appealable judicial order. Without limitation on the foregoingorder of a court of competent jurisdiction), the Agent and its respective directors, officers, agents, and employees: (aii) may treat the payee be responsible in any manner to any of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due to the Lenders for all purposes any recital, statement, representation, or warranty made by any Obligor or any Affiliate of any Obligor, or any officer thereof, contained in this Agreement until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lender; (b) may consult with legal counsel, in-house legal counsel, independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the Borrower, and shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such legal counsel, independent public accountants, or experts; (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, warranty, or representation made in any of the Loan Documents or in any noticeother Loan Document, or in any certificate, report, requeststatement, or other statement (written document referred to or oral) provided for in, or received by the Agent under or in connection with with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability, or sufficiency of the this Agreement or any other Loan Documents; Document, or for any failure of any Obligor to perform its obligations hereunder or thereunder, or (diii) except to the extent as expressly set forth in this Agreement, have any duty to disclose, or be liable for the Loan Documentsfailure to disclose, any information relating to any Obligor or any Affiliate of any Obligor. No Agent- Related Person shall have no duty be under any obligation to any Lender to ascertain or to inquire as to the observance or performance or observance by the Borrower or any other Person of any of the terms, conditionsagreements contained in, or covenants of conditions of, this Agreement or any of the other Loan Documents Document, or to inspect the propertyproperties, books, or records of the Borrower any Obligor or any Subsidiary or other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, or value Affiliate of any Loan Document any other instrument or writing furnished pursuant thereto or in connection therewith, or the creation, attachment, perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, telecopier message or other instrument or writing believed by it or them to be genuine and to have been signed, sent or made by the proper Person; and (h) shall not incur any liability for any arithmetical error in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, and other amounts; provided that promptly upon discovery of such an error in computation, the Agent, the Lenders, and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurredObligor.

Liability of the Agent. Neither the Agent nor any of ---------------------- its respective directors, officers, agents, agents or employees shall be liable for any action taken or not taken by them under or in connection with the Loan Documents, except for their own gross negligence or willful misconduct as determined by a final, non-appealable judicial ordermisconduct. Without limitation ------ on the foregoing, the Agent and its respective directors, officers, agents, and employees: (a) may treat the payee of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof in form satisfactory to the Agent, signed by the payee payee, and may treat each Lender Bank as the owner of that LenderBank's interest in the obligations due to the Lenders such Bank for all purposes of this Agreement and the other Loan Documents until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lendersuch Bank; (b) may consult with outside legal counselcounsel (including King & Spalding and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇), in-house legal counsel, independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the BorrowerCompany, and shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such legal counsel, independent public accountants, or experts; (c) makes no representation or warranty to any Lender and will not be responsible to any Lender Bank for any statement, warranty, or representation made in any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan Documents, shall will have no duty to ascertain or inquire as to the performance or observance by the Borrower Company or any other Person of any of the terms, conditions, or covenants of any of the Loan Documents or to inspect the property, books, or records of the Borrower Company or any Subsidiary of its Subsidiaries or other Person; (e) shall will not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, or value of any Loan Document Document, any other instrument or writing furnished pursuant thereto or in connection therewith, or the creation, attachment, perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall will not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, telex, telecopier message or other instrument or writing believed by it or them to be genuine and to have been signed, sent or made by the proper Person; and (hg) shall will not incur any liability for any arithmetical error in computing any amount payable to or receivable from any Lender Bank hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, Advances and other amounts; provided that promptly upon discovery of -------- such an error in computation, the Agent, the Lenders, Bank and (to the extent applicable) the Borrower Company shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred.

Liability of the Agent. Notwithstanding any provision of this Agreement, the Security Agreement or any other Transaction Document: (i) the Agent shall not have any obligations under this Agreement, the Security Agreement or any other Transaction Document other than those specifically set forth herein and therein, and no implied obligations of the Agent shall be read into this Agreement, the Security Agreement or any other Transaction Document; and (ii) in no event shall the Agent be liable under or in connection with this Agreement, the Security Agreement or any other Transaction Document for indirect, special, or consequential losses or damages of any kind, including lost profits, even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed. Neither the Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or not omitted to be taken in good faith by it or them under or in connection with this Agreement, the Loan DocumentsSecurity Agreement or any other Transaction Document, except for its or their own gross negligence or willful misconduct as determined by a final, non-appealable judicial ordermisconduct. Without limitation on limiting the foregoing, the Agent and its respective directors, officers, agents, and employees: (a) may treat the payee of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due to the Lenders for all purposes of this Agreement until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lender; (b) may consult with legal counselcounsel (including counsel for the Lenders, in-house legal counselthe Borrower or the Servicer), independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the Borrower, and shall not be liable for any action taken or not omitted to be taken by it or them in good faith by it in accordance with the advice of such legal counsel, independent public accountants, accountants or experts; , (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, warranty, or representation made in any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan Documents, shall have no duty to ascertain or inquire as to the performance or observance by the Borrower or any other Person of any of the terms, conditions, or covenants of any of the Loan Documents or to inspect the property, books, or records of the Borrower or any Subsidiary or other Person; (eb) shall not be responsible to the Lenders, the Borrower, Drive, the Servicer, or the Seller for any Lender statements, warranties or representations (other than its own statements) made in or in connection with this Agreement, the Security Agreement or the other Transaction Documents, (c) shall not be responsible to the Lenders, the Borrower, Drive, the Servicer, or the Seller for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, sufficiency or value of any Loan Document any this Agreement, the Security Agreement or the other instrument Transaction Documents (other than the legality, validity, enforceability or writing furnished pursuant thereto genuineness of its own execution, authorization and performance hereof and thereof), (d) shall incur no liability under or in connection therewith, or the creation, attachment, perfection or priority respect of any Lien purported to be created under of the commercial paper or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on other obligations of the part of any Lender to comply with any obligation to be performed by such Lender Lenders under this Agreement; , the Security Agreement or the other Transaction Documents and (ge) shall not incur any no liability under or in respect of this Agreement, the Security Agreement or the other Transaction Documents by acting or not acting in reliance upon any Loan Document, noticenotice (including notice by telephone), consent, certificate, document, statement, telecopier message certificate or other instrument or writing (which may be by facsimile) believed by it or them to be genuine and to have been signed, signed or sent or made by the proper Person; and (h) party or parties. Notwithstanding anything else herein or in the other Transaction Documents, it is agreed that where the Agent may be required under this Agreement, the Security Agreement or the other Transaction Documents to give notice of any event or condition or to take any action as a result of the occurrence of any event or the existence of any condition, the Agent agrees to give such notice or take such action only to the extent that it has actual knowledge of the occurrence of such event or the existence of such condition, and shall not incur any no liability for any arithmetical error failure to give such notice or take such action in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, and other amounts; provided that promptly upon discovery absence of such an error in computation, the Agent, the Lenders, and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurredknowledge.

Liability of the Agent. Neither (a) The Agent or the Agent nor Issuing Bank, when acting on behalf of the Lenders, may execute any of its respective directors, duties under this Credit Agreement or the other Fundamental Documents by or through its officers, agents, or employees and neither the Agent, the Issuing Bank nor their respective officers, agents or employees shall be liable to the Lenders or any of them for any action taken or not omitted to be taken by in good faith, nor be responsible to the Lenders or to any of them under for the consequences of any oversight or in connection with error of judgment, or for any loss, unless the Loan Documents, except for their own same shall happen through its gross negligence or willful misconduct as determined by a final, non-appealable judicial ordermisconduct. Without limitation on the foregoingThe Agent, the Agent Issuing Bank and its their respective directors, officers, agents, and employees: (a) may treat the payee of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof employees shall in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due no event be liable to the Lenders or to any of them for all purposes any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders (or such other number of this Agreement until Lenders as is expressly required by any Fundamental Document) or in reliance upon the Agent receives notice advice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lender; (b) may consult with legal counsel, in-house legal counsel, independent public accountants, in-house accountants and other professionals, or other experts counsel selected by it with reasonable care. Without limiting the foregoing, neither the Agent, the Issuing Bank, nor any of their respective directors, officers, employees, or with legal counsel, independent public accountants, or other experts for the Borrower, and agents shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such legal counsel, independent public accountants, or experts; (c) makes no representation or warranty to any Lender and will not be responsible to any Lender of the Lenders for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation made in in, or for the perfection of any security interest contemplated by, this Credit Agreement, any other Fundamental Document or any related agreement, document or order, or for freedom of any of the Loan Documents Collateral or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan DocumentsPledged Securities from prior Liens or security interests, or shall have no duty be required to ascertain or inquire as to make any inquiry concerning the performance or observance by the Borrower or any other Person Credit Party of any of the terms, conditions, covenants, or covenants agreements of this Credit Agreement, any other Fundamental Document, or any related agreement or document. (b) None of the Agent (as agent for the Lenders), the Issuing Bank or any of the Loan Documents or to inspect the propertytheir respective directors, booksofficers, employees, or records of agents shall have any responsibility to the Borrower or any Subsidiary other Credit Party on account of the failure or other Person; (e) shall not be responsible to delay in performance or breach by any Lender for of the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, or value Lenders of any Loan Document of such Lender's obligations under this Credit Agreement, the other Fundamental Documents or any other instrument related agreement or writing furnished pursuant thereto document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower or any other Credit Party on account of the failure or delay in performance or breach by any other Lender of such other Lender's obligations under this Credit Agreement, the other Fundamental Documents or any related agreement or document or in connection herewith or therewith. (c) The Agent as agent for the Lenders hereunder and the Issuing Bank in such capacity, shall be entitled to rely on any communication, instrument, or the creation, attachment, perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, telecopier message or other instrument or writing document believed by it or them to be genuine or correct and to have been signed, signed or sent by a Person or made Persons believed by it to be the proper Person; and (h) Person or Persons, and it shall not incur any liability for any arithmetical error in computing any amount payable be entitled to or receivable from any Lender hereunderrely on advice of legal counsel, including, without limitation, payment of principal and interest on the Notes, Loansindependent public accountants, and other amounts; provided that promptly upon discovery of such an error in computation, the Agent, the Lenders, professional advisers and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurredexperts selected by it.

Liability of the Agent. Neither None of the Agent nor any of its respective directors, officers, agents, or employees Agent-Related Persons shall (a) be liable for any action taken or not omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the Loan Documents, transactions contemplated hereby (except for their its own gross negligence or willful misconduct as determined by a finalfinal judgment of a court of competent jurisdiction), nonor (b) be responsible in any manner to any of the Lenders for any recital, statement, representation, or warranty made by any Obligor or any Affiliate of any Obligor, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement, or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability, or sufficiency of this Agreement or any other Loan Document, or for any failure of any Obligor to perform its obligations hereunder or thereunder. No Agent-appealable judicial orderRelated Person 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 Obligor or any Affiliate of any Obligor. Without limitation on limiting the generality of the foregoing, no Agent-Related Person: (i) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent and its respective directors, officers, agents, and employees: is required to exercise as directed in writing by the Majority Lenders (a) may treat the payee of any Note as the holder thereof until the Agent receives notice or such other number or percentage of the assignment Lenders as shall be expressly provided for herein or transfer thereof in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due other Loan Documents); provided that such Agent-Related Person shall not be required to the Lenders for all purposes of this Agreement until the Agent receives notice of the assignment or transfer thereoftake any action that, in form satisfactory to its judgment or the Agent, signed by that Lender; (b) may consult with legal judgment of its counsel, in-house legal counselmay expose such Person to liability or that is contrary to any Loan Document or applicable Requirements of Law; and (ii) shall, independent public accountantsexcept as expressly set forth herein and in the other Loan Documents, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the Borrowerhave any duty to disclose, and shall not be liable for the failure to disclose, any action taken information relating to Borrowers or not taken any of their Affiliates that is communicated to or obtained by it the person serving as Agent or them in good faith in accordance with the advice any of such legal counsel, independent public accountants, or experts; (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, warranty, or representation made its Affiliates in any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan Documents, shall have no duty to ascertain or inquire as to the performance or observance by the Borrower or any other Person of any of the terms, conditions, or covenants of any of the Loan Documents or to inspect the property, books, or records of the Borrower or any Subsidiary or other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, or value of any Loan Document any other instrument or writing furnished pursuant thereto or in connection therewith, or the creation, attachment, perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, telecopier message or other instrument or writing believed by it or them to be genuine and to have been signed, sent or made by the proper Person; and (h) shall not incur any liability for any arithmetical error in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, and other amounts; provided that promptly upon discovery of such an error in computation, the Agent, the Lenders, and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurredcapacity.

Liability of the Agent. Neither the Agent nor any of The Agent, its respective Affiliates, or their respective officers, directors, officersemployees, agents, or employees attorneys-in-fact (all of the foregoing being collectively referred to as the “Agent-Related Persons”) shall not (a) be liable to any Lender for any action taken or not omitted to be taken by any of them under or in connection with the this Agreement or any other Loan Documents, Document (except for their its own gross negligence or willful misconduct as determined by a finalmisconduct), non-appealable judicial order. Without limitation on the foregoing, the Agent and its respective directors, officers, agents, and employees: (a) may treat the payee of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due to the Lenders for all purposes of this Agreement until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lender; (b) may consult with legal counsel, in-house legal counsel, independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the Borrower, and shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such legal counsel, independent public accountants, or experts; (c) makes no representation or warranty to any Lender and will not be responsible in any manner to any Lender for any recital, statement, warrantyrepresentation or warranty made by the Borrower or the Guarantor or any Subsidiary or any Affiliate of any such Person, or representation made any officer thereof, contained in any of the Loan Documents this Agreement or in any noticeother Loan Document, or in any certificate, report, requeststatement or other document referred to or provided for in, or other statement (written received by the Agent under or oral) in connection with with, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document, or for any failure of the Borrower, the Guarantor or any other party to any Loan Documents; (d) except Document to the extent expressly set forth in the Loan Documents, perform its obligations hereunder or thereunder. No Agent-Related Person shall have no duty be under any obligation to any Lender to ascertain or to inquire as to the observance or performance or observance by the Borrower or any other Person of any of the terms, conditionsagreements contained in, or covenants of conditions of, this Agreement or any of the other Loan Documents Document, or to inspect the propertyproperties, books, books or records of the Borrower Borrower, the Guarantor or any Subsidiary or Affiliates thereof. The Agent agrees to promptly furnish to each Lender copies of all financial statements and other Person; (e) shall not be responsible to any Lender for the due executioncertificates, legalityreports, validitypapers, enforceability, genuineness, effectiveness, sufficiency, documents or value of any Loan Document any other instrument or writing furnished pursuant thereto or in connection therewith, or the creation, attachment, perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, telecopier message or other instrument or writing believed notices received by it or them to be genuine and to have been signed, sent or made by the proper Person; and (h) shall not incur any liability for any arithmetical error hereunder in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, and other amounts; provided that promptly upon discovery of such an error in computation, the its capacity as Agent, the Lenders, and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred.

Liability of the Agent. Neither the Agent nor any of its ---------------------- respective directors, officers, agents, or employees shall be liable for any action taken or not taken by them under or in connection with the Loan Documents, except for their own gross negligence or willful misconduct as determined by a final, non-appealable judicial ordermisconduct. Without ------ limitation on the foregoing, the Agent and its respective directors, officers, agents, and employees: (a) may treat the payee of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due to the Lenders for all purposes of this Agreement until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lender; (b) may consult with legal counsel, in-house legal counsel, independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the Borrower, and shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such legal counsel, independent public accountants, or experts; (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, warranty, or representation made in any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan Documents, shall will have no duty to ascertain or inquire as to the performance or observance by the Borrower or any other Person of any of the terms, conditions, or covenants of any of the Loan Documents or to inspect the property, books, or records of the Borrower or any Subsidiary or other Person; (e) shall will not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, or value of any Loan Document any other instrument or writing furnished pursuant thereto or in connection therewith, or the creation, attachment, perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall will not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, telecopier message or other instrument or writing believed by it or them to be genuine and to have been signed, sent or made by the proper Person; and (hg) shall will not incur any liability for any arithmetical error in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, and other amounts; provided that promptly upon discovery of such an error in -------- computation, the Agent, the Lenders, and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred.

Liability of the Agent. Notwithstanding any provision of ---------------------- this Agreement, the Security Agreement or any other Transaction Document: (i) the Agent shall not have any obligations under this Agreement, the Security Agreement or any other Transaction Document other than those specifically set forth herein and therein, and no implied obligations of the Agent shall be read into this Agreement, the Security Agreement or any other Transaction Document; and (ii) in no event shall the Agent be liable under or in connection with this Agreement, the Security Agreement or any other Transaction Document for indirect, special, or consequential losses or damages of any kind, including lost profits, even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed. Neither the Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or not omitted to be taken in good faith by it or them under or in connection with this Agreement, the Loan DocumentsSecurity Agreement or any other Transaction Document, except for its or their own gross negligence or willful misconduct as determined by a final, non-appealable judicial ordermisconduct. Without limitation on limiting the foregoing, the Agent and its respective directors, officers, agents, and employees: (a) may treat the payee of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due to the Lenders for all purposes of this Agreement until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lender; (b) may consult with legal counselcounsel (including counsel for the Lenders, in-house legal counselthe Borrower or the Servicer), independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the Borrower, and shall not be liable for any action taken or not omitted to be taken by it or them in good faith by it in accordance with the advice of such legal counsel, independent public accountants, accountants or experts; , (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, warranty, or representation made in any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan Documents, shall have no duty to ascertain or inquire as to the performance or observance by the Borrower or any other Person of any of the terms, conditions, or covenants of any of the Loan Documents or to inspect the property, books, or records of the Borrower or any Subsidiary or other Person; (eb) shall not be responsible to the Lenders, the Borrower, AFS, the Servicer, AFC, or the Backup Servicer for any Lender statements, warranties or representations (other than its own statements) made in or in connection with this Agreement, the Security Agreement or the other Transaction Documents, (c) shall not be responsible to the Lenders, the Borrower, the AFS, the Servicer, AFC or the Backup Servicer for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, sufficiency or value of any Loan Document any this Agreement, the Security Agreement or the other instrument Transaction Documents (other than the legality, validity, enforceability or writing furnished pursuant thereto genuineness of its own execution, authorization and performance hereof and thereof), (d) shall incur no liability under or in connection therewith, or the creation, attachment, perfection or priority respect of any Lien purported to be created under of the commercial paper or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on other obligations of the part of any Lender to comply with any obligation to be performed by such Lender Lenders under this Agreement; , the Security Agreement or the other Transaction Documents and (ge) shall not incur any no liability under or in respect of this Agreement, the Security Agreement or the other Transaction Documents by acting or not acting in reliance upon any Loan Document, noticenotice (including notice by telephone), consent, certificate, document, statement, telecopier message certificate or other instrument or writing (which may be by facsimile) believed by it or them to be genuine and to have been signed, signed or sent or made by the proper Person; and (h) party or parties. Notwithstanding anything else herein or in the other Transaction Documents, it is agreed that where the Agent may be required under this Agreement, the Security Agreement or the other Transaction Documents to give notice of any event or condition or to take any action as a result of the occurrence of any event or the existence of any condition, the Agent agrees to give such notice or take such action only to the extent that it has actual knowledge of the occurrence of such event or the existence of such condition, and shall not incur any no liability for any arithmetical error failure to give such notice or take such action in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, and other amounts; provided that promptly upon discovery absence of such an error in computation, the Agent, the Lenders, and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurredknowledge.

Liability of the Agent. Neither None of the Agent nor any of its respective directors, officers, agents, or employees Agent-Related Persons shall (a) be liable for any action taken or not omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the Loan Documents, transactions contemplated hereby (except for their its own gross negligence or willful misconduct misconduct), or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation, or warranty made by any Obligor or any Affiliate of any Obligor, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement, or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability, or sufficiency of this Agreement or any other Loan Document, or for any failure of any Obligor to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as determined by a finalto the observance or performance of any of the agreements contained in, non-appealable judicial orderor conditions of, this Agreement or any other Loan Document, or to inspect the properties, books, or records of any Obligor or any Affiliate of any Obligor. Without limitation on limiting the generality of the foregoing, no Agent-Related Person: (i) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent and its respective directors, officers, agents, and employees: is required to exercise as directed in writing by the Majority Lenders (a) may treat the payee of any Note as the holder thereof until the Agent receives notice or such other number or percentage of the assignment Lenders as shall be expressly provided for herein or transfer thereof in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due other Loan Documents); provided that such Agent-Related Person shall not be required to the Lenders for all purposes of this Agreement until the Agent receives notice of the assignment or transfer thereoftake any action that, in form satisfactory to its judgment or the Agent, signed by that Lender; (b) may consult with legal judgment of its counsel, in-house legal counselmay expose such Person to liability or that is contrary to any Loan Document or applicable Requirements of Law; and (ii) shall, independent public accountantsexcept as expressly set forth herein and in the other Loan Documents, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the Borrowerhave any duty to disclose, and shall not be liable for the failure to disclose, any action taken information relating to Borrowers or not taken any of their Affiliates that is communicated to or obtained by it the person serving as Agent or them in good faith in accordance with the advice any of such legal counsel, independent public accountants, or experts; (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, warranty, or representation made its Affiliates in any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan Documents, shall have no duty to ascertain or inquire as to the performance or observance by the Borrower or any other Person of any of the terms, conditions, or covenants of any of the Loan Documents or to inspect the property, books, or records of the Borrower or any Subsidiary or other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, or value of any Loan Document any other instrument or writing furnished pursuant thereto or in connection therewith, or the creation, attachment, perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, telecopier message or other instrument or writing believed by it or them to be genuine and to have been signed, sent or made by the proper Person; and (h) shall not incur any liability for any arithmetical error in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, and other amounts; provided that promptly upon discovery of such an error in computation, the Agent, the Lenders, and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurredcapacity.

Liability of the Agent. Notwithstanding any provision of this Agreement or any other Transaction Document: (i) the Agent shall not have any obligations under this Agreement or any other Transaction Document other than those specifically set forth herein and therein, and no implied obligations of the Agent shall be read into this Agreement or any other Transaction Document; and (ii) in no event shall the Agent be liable under or in connection with this Agreement or any other Transaction Document for indirect, special, or consequential losses or damages of any kind, including lost profits, even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed. Neither the Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or not omitted to be taken in good faith by it or them under or in connection with the Loan Documentsthis Agreement or any other Transaction Document, except for its or their own gross negligence or willful misconduct as determined by a final, non-appealable judicial ordermisconduct. Without limitation on limiting the foregoing, the Agent and its respective directors, officers, agents, and employees: (a) may treat the payee of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due to the Lenders for all purposes of this Agreement until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lender; (b) may consult with legal counselcounsel (including counsel for the Lenders, in-house legal counselthe Borrower or the Servicer), independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the Borrower, and shall not be liable for any action taken or not omitted to be taken by it or them in good faith by it in accordance with the advice of such legal counsel, independent public accountants, accountants or experts; , (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, warranty, or representation made in any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan Documents, shall have no duty to ascertain or inquire as to the performance or observance by the Borrower or any other Person of any of the terms, conditions, or covenants of any of the Loan Documents or to inspect the property, books, or records of the Borrower or any Subsidiary or other Person; (eb) shall not be responsible to the Lenders, the Borrower, the AFL, the Servicer or the Backup Servicer for any Lender statements, warranties or representations (other than its own statements) made in or in connection with this Agreement or the other Transaction Documents, (c) shall not be responsible to the Lenders, the Borrower, the AFL, the Servicer or the Backup Servicer for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, sufficiency or value of any Loan Document any this Agreement or the other instrument Transaction Documents (other than the legality, validity, enforceability or writing furnished pursuant thereto genuineness of its own execution, authorization and performance hereof and thereof), (d) shall incur no liability under or in connection therewith, respect of any of the commercial paper or other obligations of the Lenders under this Agreement or the creation, attachment, perfection or priority of any Lien purported to be created other Transaction Documents and (e) shall incur no liability under or contemplated by any Loan Document; (f) shall have no liability in respect of this Agreement or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall not incur any liability other Transaction Documents by acting or not acting in reliance upon any Loan Document, noticenotice (including notice by telephone), consent, certificate, document, statement, telecopier message certificate or other instrument or writing (which may be by facsimile) believed by it or them to be genuine and to have been signed, signed or sent or made by the proper Person; and (h) party or parties. Notwithstanding anything else herein or in the other Transaction Documents, it is agreed that where the Agent may be required under this Agreement or the other Transaction Documents to give notice of any event or condition or to take any action as a result of the occurrence of any event or the existence of any condition, the Agent agrees to give such notice or take such action only to the extent that it has actual knowledge of the occurrence of such event or the existence of such condition, and shall not incur any no liability for any arithmetical error failure to give such notice or take such action in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, and other amounts; provided that promptly upon discovery absence of such an error in computation, the Agent, the Lenders, and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurredknowledge.

Liability of the Agent. Neither the Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or not taken by them under or in connection with the Loan Documents, except EXCEPT for their own gross negligence or willful misconduct as determined by a final, non-appealable judicial ordermisconduct. Without limitation on the foregoing, the Agent and its respective directors, officers, agents, and employees: (a) may treat the payee of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof in form satisfactory to the Agent, signed by the payee payee, and may treat each Lender as the owner of that Lender's interest in the obligations due to the Lenders such Lender for all purposes of this Agreement and the other Loan Documents until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that such Lender; (b) may consult with outside legal counselcounsel (including King & Spalding), in-house legal counsel, independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the BorrowerCompany, and shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such legal counsel, independent public accountants, or experts; (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, warranty, or representation made in any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan Documents, shall will have no duty to ascertain or inquire as to the performance or observance by the Borrower Company or any of its Subsidiaries or any other Person of any of the terms, conditions, or covenants of any of the Loan Documents or to inspect the property, books, or records of the Borrower Company or any Subsidiary of its Subsidiaries or other Person; (e) shall will not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, or value of any Loan Document Document, any other instrument or writing furnished pursuant thereto or in connection therewith, or the creation, attachment, perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall will not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, telex, telecopier message or other instrument or writing believed by it or them to be genuine and to have been signed, sent or made by the proper Person; and (hg) shall will not incur any liability for any arithmetical error in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, Advances and other amounts; provided PROVIDED that promptly upon discovery of such an error in computation, the Agent, the Lenders, Lender and (to the extent applicable) the Borrower Company shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred.

Liability of the Agent. Neither the Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or not taken by them under or in connection with the Loan Documents, except for their own gross negligence or willful misconduct as determined by a final, non-appealable judicial ordermisconduct. Without limitation on the foregoing, the Agent and its respective directors, officers, agents, and employees: (a) may treat the payee of any Revolving Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof in form satisfactory to the Agent, signed by the payee payee, and may treat each Lender as the owner of that Lender's interest in the obligations due to the Lenders such Lender for all purposes of this Agreement and the other Loan Documents until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that such Lender; (b) may consult with outside legal counselcounsel (including King & Spalding), in-house legal counsel, independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the BorrowerCompany, and shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such legal counsel, independent public accountants, or experts; (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, warranty, or representation made in any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; (d) except to the extent expressly set forth in the Loan Documents, shall will have no duty to ascertain or inquire as to the performance or observance by the Borrower Company or any of its Subsidiaries or any other Person of any of the terms, conditions, or covenants of any of the Loan Documents or to inspect the property, books, or records of the Borrower Company or any Subsidiary of its Subsidiaries or other Person; (e) shall will not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, or value of any Loan Document Document, any other instrument or writing furnished pursuant thereto or in connection therewith, or the creation, attachment, perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall will not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, telex, telecopier message or other instrument or writing believed by it or them to be genuine and to have been signed, sent or made by the proper Person; and (hg) shall will not incur any liability for any arithmetical error in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Revolving Notes, Loans, Advances and other amounts; provided that promptly upon discovery of such an error in computation, the Agent, the Lenders, Lender and (to the extent applicable) the Borrower Company shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred.

Liability of the Agent. Neither the Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for to any action taken or not taken by them under or in connection with the Loan Documents, except for their own gross negligence or willful misconduct as determined by a final, non-appealable judicial order. Without limitation on the foregoing, the Agent and its respective directors, officers, agents, and employees: (a) may treat the payee of any Note as the holder thereof until the Agent receives notice of the assignment or transfer thereof in form satisfactory to the Agent, signed by the payee and may treat each Lender as the owner of that Lender's interest in the obligations due to the Lenders for all purposes of this Agreement until the Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Agent, signed by that Lender; (b) may consult with legal counsel, in-house legal counsel, independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the Borrower, and shall not be liable Secured Party for any action taken or not taken by it or them in good faith in accordance connection with the advice Financing Documents, except that the Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of such legal counselits own fraud, independent public accountantsbad faith, gross negligence or experts; (c) makes no representation willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Agent nor any of its directors, officers, agents or warranty to any Lender and will not employees shall be responsible for or have any duty to any Lender for ascertain, inquire into or verify (a) any statement, warranty, warranty or representation made in any of the Loan Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents; Financing Document or any borrowing hereunder, (db) except to the extent expressly set forth in the Loan Documents, shall have no duty to ascertain or inquire as to the performance or observance by the Borrower or any other Person of any of the termscovenants or agreements specified in any Financing Document, conditions, or covenants (c) the satisfaction of any of condition specified in any Financing Document, (d) the Loan Documents or to inspect the property, books, or records of the Borrower or any Subsidiary or other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, sufficiency or value genuineness of any Loan Document Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished pursuant thereto or in connection therewith, (e) the existence or the creation, attachment, perfection or priority non-existence of any Lien purported to be created under Default or contemplated by any Loan Document; Event of Default; or (f) shall have no liability or responsibility to any Loan Party for any failure on the part financial condition of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) Credit Party or Subsidiary. The Agent shall not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, telecopier message or other instrument writing (which may be a bank wire, telex, facsimile or writing electronic transmission or similar writing) believed by it or them to be genuine or to be signed by the proper party or parties. The Agent shall not be liable for any apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been signedmade in error the sole recourse of any Secured Party to whom payment was due but not made, sent or made shall be to recover from other Secured Parties any payment in excess of the amount to which it is determined to be entitled (and such other Secured Parties hereby agree to return to such Secured Party any such erroneous payments received by the proper Person; and (h) shall not incur any liability for any arithmetical error in computing any amount payable to or receivable from any Lender hereunder, including, without limitation, payment of principal and interest on the Notes, Loans, and other amounts; provided that promptly upon discovery of such an error in computation, the Agent, the Lenders, and (to the extent applicable) the Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurredthem).