Common use of Liability of Collateral Agent Clause in Contracts

Liability of 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 Lender for any of the consequences of such reliance. Neither the Collateral Agent nor any director, officer, employee or agent of the Collateral Agent (as used in the immediately following sentence “Collateral Agent” means all of the foregoing) shall be liable for any action taken or not taken by it, him or them under, or in connection with, this Agreement or any of the Financing Documents in the absence of its, his or their gross negligence or willful misconduct. THIS FOREGOING IS INTENDED TO INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS THE COLLATERAL AGENT AGAINST ALL RISKS, FORESEEABLE OR UNFORESEEABLE, INVOLVED IN THE SUBJECT TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OR ALLEGED NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR OTHERWISE) OF THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY THE LENDERS; PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. As to any matters not expressly provided for herein or in the Financing Documents, the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretion, taking into account the interests of all Lenders. The Collateral Agent shall not be obligated to follow any such written directions to the extent that it shall determine that such directions are in conflict with any provision hereof or of any applicable law or regulation or any Financing Document. Neither the Collateral Agent nor any director, officer, employee or agent 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 of its Subsidiaries or any Lender 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, priority or enforceability of the security interests in or liens on any of the Collateral.

Liability of 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 Lender for any of the consequences of such reliance. Neither the Collateral Agent nor any directorof its directors, officer, employee officers or agent of the Collateral Agent (as used in the immediately following sentence “Collateral Agent” means all of the foregoing) employees shall be liable for any action taken or not taken omitted by itit hereunder except in the case of its gross negligence, him bad faith, willful misconduct or them underits failure to use reasonable care with respect to the custody, or in connection with, this Agreement or any safekeeping and physical preservation of the Financing Documents Collateral in the absence of its, his or their gross negligence or willful misconductits possession. THIS FOREGOING IS INTENDED TO INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS THE COLLATERAL AGENT AGAINST ALL RISKS, FORESEEABLE OR UNFORESEEABLE, INVOLVED IN THE SUBJECT TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OR ALLEGED NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR OTHERWISE) OF THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY THE LENDERS; PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. As to any matters not expressly provided for herein or in the Financing Documents, the The Collateral Agent may consult with counsel of its own choice, including in-house counsel, and shall act have full and complete authorization and protection for any action taken or refrain from acting omitted by it hereunder in good faith and in accordance with written instructions from the Required Lenders or, in the absence opinion of such instructions, in accordance with its discretion, taking into account the interests of all Lenderscounsel. The Collateral Agent shall not be obligated liable with respect to follow any such written directions action taken, suffered or omitted by it in good faith (i) reasonably believed by it to be authorized or within the extent that discretion or rights or powers conferred on it shall determine that such directions are by this Security and Pledge Agreement or (ii) in conflict accordance with any provision hereof direction or request of any applicable law or regulation or any Financing Documentthe Trustees. Neither In no event shall the Collateral Agent nor be personally liable for any directortaxes or other governmental charges imposed upon or in respect of (i) the Collateral or (ii) the income or other distributions thereon. Except as specifically provided herein, officer, employee or agent of the Collateral Agent shall not be responsible for the validity, sufficiency, collectibility or marketability of any Collateral Delivered to or held by it hereunder or for the validity or sufficiency of the Forward Purchase Contract or the Lien (or the priority thereof) on the Collateral purported to be created hereby. In no event shall the Collateral Agent be liable for punitive, exemplary, indirect or consequential damages. Except as specifically set forth herein or contemplated hereby, the Collateral Agent shall have any no duty to ascertain, inquire into or verify (a) to see to any statementrecording, warranty filing or representation made in connection with any depositing of the Financing Documents this Security and Pledge Agreement or any payment thereunder; agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (b) to see to the performance or observance maintenance of any of the covenants insurance or agreements of the Company, any of its Subsidiaries or any Lender 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, priority or enforceability of the security interests in or liens on any of the Collateral.to see to the

Liability of 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 Lender for any of the consequences of such reliance. Neither the Collateral Agent nor any directorof its directors, officer, employee officers or agent of the Collateral Agent (as used in the immediately following sentence “Collateral Agent” means all of the foregoing) employees shall be liable for any action taken or not taken omitted by it, him or them under, or in connection with, this Agreement or any of the Financing Documents it hereunder except in the absence case of itsits willful misfeasance, his or their bad faith, gross negligence or willful misconduct. THIS FOREGOING IS INTENDED TO INDEMNIFYreckless disregard of its duties hereunder or its failure to use reasonable care with respect to the custody, DEFEND, PROTECT AND HOLD HARMLESS THE COLLATERAL AGENT AGAINST ALL RISKS, FORESEEABLE OR UNFORESEEABLE, INVOLVED IN THE SUBJECT TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OR ALLEGED NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR OTHERWISE) OF THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY THE LENDERS; PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. As to any matters not expressly provided for herein or in the Financing Documents, safekeeping and physical preservation of the Collateral in its possession. The Collateral Agent may consult with counsel of its own choice, including in-house counsel, and shall act have full and complete authorization and protection for any action taken or refrain from acting omitted by it hereunder in good faith and in accordance with written instructions from the Required Lenders or, in the absence opinion of such instructions, in accordance with its discretion, taking into account the interests of all Lenderscounsel. The Collateral Agent shall not be obligated liable with respect to follow any such written directions action taken, suffered or omitted by it in good faith (i) reasonably believed by it to be authorized or within the extent that discretion or rights or powers conferred on it shall determine that such directions are by this Agreement or (ii) in conflict accordance with any provision hereof direction or request of any applicable law or regulation or any Financing Documentthe Trustees. Neither In no event shall the Collateral Agent nor be personally liable for any directortaxes or other governmental charges imposed upon or in respect of (i) the Collateral or (ii) the income or other distributions thereon. Except as specifically provided herein, officer, employee or agent of the Collateral Agent shall not be responsible for the validity, sufficiency, collectibility or marketability of any Collateral Delivered to or held by it hereunder or for the validity or sufficiency of the Lien (or the priority thereof) on the Collateral purported to be created hereby. In no event shall the Collateral Agent be liable for punitive, exemplary, indirect or consequential damages. Except as specifically set forth herein or contemplated hereby, the Collateral Agent shall have any no duty to ascertain, inquire into or verify (a) to see to any statementrecording, warranty filing or representation made in connection with any depositing of the Financing Documents this Agreement or any payment thereunder; agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (b) to see to the performance maintenance of any insurance or observance (c) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. The Collateral Agent shall not be accountable for the use or application by the Trust of any of the covenants or agreements of the Company, any of its Subsidiaries or any Lender 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, priority or enforceability of the security interests in or liens on any proceeds of the Collateral.

Liability of Collateral Agent. (a) The Collateral Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Collateral Agent shall be entitled have no liability under and no duty to rely on inquire as to the provisions of any communication or document believed by it to be genuine agreement other than this Agreement and correct and to have been communicated or signed by the person by whom it purports to be communicated or signed and Pledge Agreement. The Collateral Agent shall not be liable to any Lender for any of the consequences of such reliance. Neither the Collateral Agent nor any director, officer, employee or agent of the Collateral Agent (as used in the immediately following sentence “Collateral Agent” means all of the foregoing) shall be liable for any action taken or not taken omitted by it, him or them under, or it in connection with, this Agreement or any good faith except to the extent that a court of competent jurisdiction determines that the Financing Documents in the absence of its, his or their Collateral Agent’s gross negligence or willful misconductmisconduct was the primary cause of any loss to the Issuer or the Holders. THIS FOREGOING IS INTENDED TO INDEMNIFYThe Collateral Agent’s sole responsibility shall be for the safekeeping and disbursement of any Possessory Collateral and Collateral Funds, DEFENDand performing its obligations under the Pledge Agreement, PROTECT AND HOLD HARMLESS THE COLLATERAL AGENT AGAINST ALL RISKSin accordance with the terms of this Agreement and the Pledge Agreement. The Collateral Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Collateral Agent may rely upon any notice, FORESEEABLE OR UNFORESEEABLEinstruction, INVOLVED IN THE SUBJECT TRANSACTIONSrequest or other instrument, INCLUDINGnot only as to its due execution, WITHOUT LIMITATIONvalidity and effectiveness, THE NEGLIGENCE OR ALLEGED NEGLIGENCE but also as to the truth and accuracy of any information contained therein, which the Collateral Agent shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall the Collateral Agent be liable for incidental, indirect, special, consequential or punitive damages (WHETHER SOLEincluding, COMPARATIVEbut not limited to lost profits), CONTRIBUTORY OR OTHERWISE) OF THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY THE LENDERS; PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTIONeven if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. As Absent written direction to any matters not expressly provided for herein or in do so from the Financing DocumentsDirecting Holders and indemnification from the Holders satisfactory to it, the Collateral Agent shall act not be obligated to take any legal action or refrain from acting commence any proceeding in accordance connection with written instructions from the Required Lenders orCollateral Funds, any account in which Collateral Funds are deposited, this Agreement or the absence of Pledge Agreement, or to appear in, prosecute or defend any such instructions, in accordance with its discretion, taking into account the interests of all Lenderslegal action or proceeding. The Collateral Agent shall not be obligated responsible or liable in any manner for the performance by any other party of their respective obligations under the Pledge Agreement nor shall the Collateral Agent be responsible or liable in any manner for the failure of any other party to follow honor any such written directions of the provisions of this Agreement. The Collateral Agent may consult legal counsel selected by it in the event of any dispute or question as to the extent that it shall determine that such directions are in conflict with construction of any provision of the provisions hereof or of any applicable law other agreement or regulation of its duties hereunder, or relating to any Financing Document. Neither the Collateral Agent nor dispute involving any directorparty hereto, officer, employee or agent of the Collateral Agent and shall incur no liability and shall be responsible for fully indemnified from any liability whatsoever in acting in accordance with the opinion or have any duty to ascertaininstruction of such counsel. The Issuer shall promptly pay, inquire into or verify (a) any statementupon demand, warranty or representation made in connection with any of the Financing Documents or any payment thereunder; (b) the performance or observance reasonable fees and expenses of any of the covenants or agreements of the Company, any of its Subsidiaries or any Lender 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, priority or enforceability of the security interests in or liens on any of the Collateralsuch counsel.

Liability of 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 Lender for any of the consequences of such reliance. Neither the Collateral Agent nor any directorof its directors, officer, employee officers or agent of the Collateral Agent (as used in the immediately following sentence “Collateral Agent” means all of the foregoing) employees shall be liable for any action taken or not taken omitted by it, him or them under, or in connection with, this Agreement or any of the Financing Documents it hereunder except in the absence case of itsits willful misfeasance, his or their bad faith, gross negligence or willful misconduct. THIS FOREGOING IS INTENDED TO INDEMNIFYreckless disregard of its duties hereunder or its failure to use reasonable care with respect to the custody, DEFEND, PROTECT AND HOLD HARMLESS THE COLLATERAL AGENT AGAINST ALL RISKS, FORESEEABLE OR UNFORESEEABLE, INVOLVED IN THE SUBJECT TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OR ALLEGED NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR OTHERWISE) OF THE COLLATERAL AGENT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY THE LENDERS; PROVIDED, HOWEVER, THE COLLATERAL AGENT SHALL NOT BE ENTITLED TO INDEMNIFICATION FOR INDEMNIFIED COSTS TO THE EXTENT SUCH INDEMNIFIED COSTS ARE DIRECTLY CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. As to any matters not expressly provided for herein or in the Financing Documents, safekeeping and physical preservation of the Collateral in its possession. The Collateral Agent may consult with counsel of its own choice, including in-house counsel, and shall act have full and complete authorization and protection for any action taken or refrain from acting omitted by it hereunder in good faith and in accordance with written instructions from the Required Lenders or, in the absence opinion of such instructions, in accordance with its discretion, taking into account the interests of all Lenderscounsel. The Collateral Agent shall not be obligated liable with respect to follow any such written directions action taken, suffered or omitted by it in good faith (i) reasonably believed by it to be authorized or within the extent that discretion or rights or powers conferred on it shall determine that such directions are by this Agreement or (ii) in conflict accordance with any provision hereof direction or request of any applicable law or regulation or any Financing Documentthe Trustees. Neither In no event shall the Collateral Agent nor be personally liable for any directortaxes or other governmental charges imposed upon or in respect of (i) the Collateral or (ii) the income or other distributions thereon. Except as specifically provided herein, officer, employee or agent of the Collateral Agent shall not be responsible for the validity, sufficiency, collectability or have marketability of any duty Collateral Delivered to ascertain, inquire into or verify (a) any statement, warranty held by it hereunder or representation made in connection with any for the validity or sufficiency of the Financing Documents Lien (or the priority thereof) on the Collateral purported to be created hereby. In no event shall the Collateral Agent be liable for punitive, exemplary, indirect or consequential damages. Except as specifically set forth herein or contemplated hereby, the Collateral Agent shall have no duty (i) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof, (ii) to see to the maintenance of any insurance or (iii) to see to the payment thereunder; (b) or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the performance Collateral. The Collateral Agent shall not be accountable for the use or observance application by the Trust of any of the covenants or agreements of the Company, any of its Subsidiaries or any Lender 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, priority or enforceability of the security interests in or liens on any proceeds of the Collateral.