Agent Capacities. Except as expressly set forth herein, none of the ABL Facility Collateral Agent, the Applicable First-Lien Agent, the First-Lien Collateral Agent, the Other First-Priority Lien Obligations Representatives or the Other First-Priority Lien Obligations Collateral Agents shall have (i) any duties or obligations in respect of any of the Collateral, all of such duties and obligations, if any, being subject to and governed by the ABL Facility Documents and the First-Priority Lien Obligations Documents, as the case may be, or (ii) any liability or responsibility for the actions or omissions of any other Secured Party or for any other Secured Party’s compliance with (or failure to comply with) the terms of this Agreement. None of the ABL Facility Collateral Agent, the Applicable First-Lien Agent, the First-Lien Collateral Agent, the Other First-Priority Lien Obligations Representatives or the Other First-Priority Lien Obligations Collateral Agents shall have individual liability to any Person if it shall mistakenly pay over or distribute to any Secured Party (or Grantor) any amounts in violation of the terms of this Agreement, so long as such Person is acting in good faith and without gross negligence or willful misconduct.
Appears in 4 contracts
Samples: Abl Intercreditor Agreement (Hexion Inc.), Abl Intercreditor Agreement (Momentive Performance Materials Inc.), Joinder Agreement (Momentive Performance Materials Inc.)
