Liability of Collateral Agent. Neither the Collateral Agent, nor any of its Affiliates or officers, directors, employees, agents, sub-agents or attorneys-in-fact of any of them shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Ancillary Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Secured Party for any recital, statement, representation or warranty made by any Grantor or any officer thereof, contained herein or in any other Ancillary Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any other Ancillary Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Ancillary Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Grantor or any other party to any Ancillary Document to perform its obligations hereunder or thereunder.
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Samples: Security and Guaranty Agreement, Reimbursement and Security Agreement, Reimbursement, Security and Guaranty Agreement by And
Liability of Collateral Agent. Neither the Collateral Agent, nor any of its Affiliates or officers, directors, employees, agents, sub-agents or attorneys-in-fact of any of them shall (a) be liable for any action taken or omitted to be taken by any of them under pursuant to or in connection with this Agreement or any other Ancillary Transaction Document or the transactions contemplated hereby (except for its that this sentence shall not apply to the Collateral Agent’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth hereinin this Agreement), or (b) be responsible in any manner to any Secured Party for any recital, statement, representation or warranty made by any Grantor or any officer thereof, contained herein or in any other Ancillary Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any other Ancillary Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Ancillary Transaction Document, or the perfection or priority of any Lien or security interest created or purported to be created under pursuant to the Secured Parties Collateral Documents, or for any failure of any Grantor or any other party to any Ancillary Transaction Document to perform its obligations hereunder pursuant to this Agreement or thereunderany other Transaction Document.
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