Common use of Liability of the Collateral Agent Clause in Contracts

Liability of the Collateral Agent. The Collateral Agent shall be entitled to rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the Person by whom it purports to be communicated or signed and shall not be liable to any Joined Secured Party for any of the consequences of such reliance. Neither the Collateral Agent nor any director, officer, employee, affiliate or agent of the Collateral Agent shall be liable for any action taken or not taken by it or them under, or in connection with, this Agreement or any of the Collateral Documents in the absence of its or their gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Collateral Agent: (i) may treat the Joined Secured Parties as identified by the applicable Representative as the holder of the Obligations until it receives written notice from such Representative of any assignment or transfer thereof (and provided that any such transfer shall comply with Article 7); (ii) shall not by reason of this Agreement or any Collateral Document be a trustee or fiduciary for any Joined Secured Party; (iii) shall not be responsible to the Joined Secured Parties for any recitals, statements, representations, or warranties contained in any Financing Document, or any certificate or other documentation referred to or provided for in, or received by any of them under, any Financing Document, or for the value, validity, effectiveness, enforceability, or sufficiency of any Financing Document or any other documentation referred to or provided for therein or for any failure by any Person to perform any of its obligations thereunder; and (iv) shall not be responsible for ensuring the receipt by any Secured Party who is not a Joined Secured Party of any Proceeds of Collateral received by the Collateral Agent pursuant to the terms of this Agreement. Neither the Collateral Agent nor any director, officer, employee, agent or affiliate of the Collateral Agent shall be responsible for or have any duty to ascertain, inquire into or verify: (a) any statement, warranty or representation made in connection with any of the Financing Documents or any payment thereunder; (b) the performance or observance of any of the covenants or agreements of the Company or any Joined Secured Party under any of the Financing Documents; (c) the validity, effectiveness or genuineness of the Financing Documents or any other instrument or writing furnished in connection therewith; or (d) the existence, genuineness or value of any of the Collateral or the validity, effectiveness, perfection (except as specifically set forth herein), priority or enforceability of the Liens on any of the Collateral.

Liability of the Collateral Agent. The All Collateral at any time delivered to the Collateral Agent pursuant hereto shall be entitled to rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed held by the Person by whom it purports to be communicated or signed and shall not be liable to any Joined Secured Party Collateral Agent (for any the ratable benefit of the consequences of such relianceLenders) subject to the terms, covenants and conditions herein set forth. Neither the Collateral Agent nor any directorof its directors, officerofficers, employee, affiliate agents or agent of the Collateral Agent employees shall be liable for any action taken or not omitted to be taken by it such party or them under, or in connection with, this Agreement or parties relative to any of the Collateral Documents in the absence of its Collateral, except for such party’s or their parties’ own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting The Collateral Agent shall be protected in acting upon any notice, resolution, request, consent, order, certificate, representation, report, opinion, bond or other paper, document or signature reasonably believed by the generality Collateral Agent to be genuine, and the Collateral Agent may assume that any purported officer of the preceding sentenceDebtor purporting to give any of the foregoing in connection with the provisions hereof has been duly authorized to do so. The Collateral Agent may require such written certifications or directions from the Debtor as it deems necessary or appropriate before taking any action hereunder. The Collateral Agent may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder and in good faith in accordance therewith. The Debtor shall hold the Collateral Agent: (i) may treat Agent and the Joined Secured Parties as identified Lenders harmless from and against any loss incurred by the applicable Representative as the holder Collateral Agent or any of the Obligations until it receives written notice from such Representative of Lenders provided the Collateral Agent and the Lenders were acting in accordance with this Security Agreement or in reliance upon any assignment instruction, direction or transfer thereof (certification received by the Collateral Agent and provided that any such transfer shall comply with Article 7); (ii) shall not Collateral Agent’s action or omission was without gross negligence or willful misconduct, as determined by reason a final non-appealable judgment of this Agreement or any a court of competent jurisdiction. The Collateral Document be a trustee or fiduciary for any Joined Secured Party; (iii) shall not be responsible to the Joined Secured Parties for any recitals, statements, representations, or warranties contained in any Financing Document, or any certificate or other documentation referred to or provided for in, or received by any of them under, any Financing Document, or for the value, validity, effectiveness, enforceability, or sufficiency of any Financing Document or any other documentation referred to or provided for therein or for any failure by any Person to perform any of its obligations thereunder; and (iv) Agent shall not be responsible for ensuring monitoring the receipt by any Secured Party who is not a Joined Secured Party Debtor’s compliance with the Debtor’s obligations under this Security Agreement or the Debtor’s breach of any Proceeds of Collateral received by its obligations under this Security Agreement. The powers conferred on the Collateral Agent pursuant hereunder are solely to protect the terms of this Agreement. Neither Collateral Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent and the Lenders shall be accountable only for amounts that they actually receive and retain as a result of the exercise of such powers, and neither they nor any director, officer, employee, agent or affiliate of the Collateral Agent their related parties shall be responsible to the Debtor for any act or have any duty failure to ascertain, inquire into or verify: (a) any statement, warranty or representation made in connection with any of the Financing Documents or any payment thereunder; (b) the performance or observance of any of the covenants or agreements of the Company or any Joined Secured Party under any of the Financing Documents; (c) the validity, effectiveness or genuineness of the Financing Documents or any other instrument or writing furnished in connection therewith; or (d) the existence, genuineness or value of any of the Collateral or the validity, effectiveness, perfection (except as specifically set forth herein), priority or enforceability of the Liens on any of the Collateralact hereunder.

Liability of the Collateral Agent. The Collateral Agent shall be entitled to rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the Person by whom it purports to be communicated or signed and shall not be liable to any Joined Secured Party for any of the consequences of such reliance. Neither the Collateral Agent nor any directorof its directors, officerofficers, employee, affiliate agents or agent of the Collateral Agent employees shall be liable to any Purchaser for any action taken or not taken by it or them under, or in connection withwith the Note Documents, this Agreement or any of except that the Collateral Documents in Agent shall be liable to the absence extent of its or their own gross negligence or willful misconduct. Without limiting the generality misconduct as determined by a final non-appealable judgment of the preceding sentence, the Collateral Agent: (i) may treat the Joined Secured Parties as identified by the applicable Representative as the holder a court of the Obligations until it receives written notice from such Representative of any assignment or transfer thereof (and provided that any such transfer shall comply with Article 7); (ii) shall not by reason of this Agreement or any Collateral Document be a trustee or fiduciary for any Joined Secured Party; (iii) shall not be responsible to the Joined Secured Parties for any recitals, statements, representations, or warranties contained in any Financing Document, or any certificate or other documentation referred to or provided for in, or received by any of them under, any Financing Document, or for the value, validity, effectiveness, enforceability, or sufficiency of any Financing Document or any other documentation referred to or provided for therein or for any failure by any Person to perform any of its obligations thereunder; and (iv) shall not be responsible for ensuring the receipt by any Secured Party who is not a Joined Secured Party of any Proceeds of Collateral received by the Collateral Agent pursuant to the terms of this Agreementcompetent jurisdiction. Neither the Collateral Agent nor any directorof its directors, officerofficers, employee, agent agents or affiliate of the Collateral Agent employees shall be responsible for or have any duty to ascertain, inquire into or verify: verify (ai) any statement, warranty or representation made in connection with any of the Financing Documents Note Document or any payment thereunderborrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Company or specified in any Joined Secured Party under any of the Financing DocumentsNote Document; (ciii) the satisfaction of any condition specified in any Note Document, except receipt of items required to be delivered to the Collateral Agent; (iv) the validity, effectiveness effectiveness, sufficiency or genuineness of the Financing Documents any Note Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith; (v) the existence or non-existence of any Default or Event of Default; or (dvi) the existencefinancial condition of the Company or any of its Subsidiaries. The Collateral Agent shall not incur any liability by acting in reliance upon any notice, genuineness consent, certificate, statement, or value other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Collateral 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 made in error the sole recourse of any Purchaser to whom payment was due but not made, shall be to recover from other Purchasers any payment in excess of the Collateral or the validity, effectiveness, perfection amount to which they are determined to be entitled (except as specifically set forth hereinand such other Purchasers hereby agree to return to such Purchaser any such erroneous payments received by them), priority or enforceability of the Liens on any of the Collateral.

Liability of the Collateral Agent. The Collateral Agent shall be entitled to rely on any communication or document believed by it to be genuine and correct and to have been INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, Page 13 communicated or signed by the Person by whom it purports to be communicated or signed and shall not be liable to any Joined Secured Party for any of the consequences of such reliance. Neither the Collateral Agent nor any director, officer, employee, affiliate or agent of the Collateral Agent shall be liable for any action taken or not taken by it or them under, or in connection with, this Agreement or any of the Collateral Financing Documents in the absence of its or their gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Collateral Agent: (i) may treat the Joined Secured Parties as identified by the applicable Representative parties hereto as the holder of the Obligations until it receives written notice from such Representative of any the assignment or transfer thereof (and provided that any such transfer shall comply in accordance with Article 7); (ii) shall not by reason of this Agreement or any Collateral Document be a trustee or fiduciary for any Joined Secured Party; and (iii) shall not be responsible to the Joined Secured Parties for any recitals, statements, representations, or warranties contained in any Financing Document, or any certificate or other documentation referred to or provided for in, or received by any of them under, any Financing Document, or for the value, validity, effectiveness, enforceability, or sufficiency of any Financing Document or any other documentation referred to or provided for therein or for any failure by any Person to perform any of its obligations thereunder; and (iv) shall not be responsible for ensuring the receipt by any Secured Party who is not a Joined Secured Party of any Proceeds of Collateral received by the Collateral Agent pursuant to the terms of this Agreement. Neither the Collateral Agent nor any director, officer, employee, agent or affiliate of the Collateral Agent shall be responsible for or have any duty to ascertain, inquire into or verify: (a) any statement, warranty or representation made in connection with any of the Financing Documents or any payment thereunder; (b) the performance or observance of any of the covenants or agreements of the Company any Obligated Party or any Joined Secured Party under any of the Financing Documents; (c) the validity, effectiveness or genuineness of the Financing Documents or any other instrument or writing furnished in connection therewith; or (d) the existence, genuineness or value of any of the Collateral or the validity, effectiveness, perfection (except as specifically set forth herein), priority or enforceability of the Liens on any of the Collateral.

Liability of the Collateral Agent. The Collateral Agent shall be entitled to rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the Person by whom it purports to be communicated or signed and shall not be liable to any Joined Secured Party for any of the consequences of such reliance. Neither the Collateral Agent nor any director, officer, employee, affiliate or agent of the Collateral Agent shall be liable for any action taken or not taken by it or them under, or in connection with, this Agreement or any of the Collateral Financing Documents in the absence of its or their gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Collateral Agent: (i) may treat the Joined Secured Parties as identified by the applicable Representative parties hereto as the holder of the Obligations until it receives written notice from such Representative of any the assignment or transfer thereof (and provided that any such transfer shall comply in accordance with Article 7); (ii) shall not by reason of this Agreement or any Collateral Document be a trustee or fiduciary for any Joined Secured Party; and (iii) shall not be responsible to the Joined Secured Parties for any recitals, statements, representations, or warranties contained in any Financing Document, or any certificate or other documentation referred to or provided for in, or received by any of them under, any Financing Document, or for the value, validity, effectiveness, enforceability, or sufficiency of any Financing Document or any other documentation referred to or provided for therein or for any failure by any Person to perform any of its obligations thereunder; and (iv) shall not be responsible for ensuring the receipt by any Secured Party who is not a Joined Secured Party of any Proceeds of Collateral received by the Collateral Agent pursuant to the terms of this Agreement. Neither the Collateral Agent nor any director, officer, employee, agent or affiliate of the Collateral Agent shall be responsible for or have any duty to ascertain, inquire into or verify: (a) any statement, warranty or representation made in connection with any of the Financing Documents or any payment thereunder; (b) the performance or observance of any of the covenants or agreements of the Company any Obligated Party or any Joined Secured Party under any of the Financing Documents; (c) the validity, effectiveness or genuineness of the Financing Documents or any other instrument or writing furnished in connection therewith; or (d) the existence, genuineness or value of any of the Collateral or the validity, effectiveness, perfection (except as specifically set forth herein), priority or enforceability of the Liens on any of the Collateral.