Common use of Authority of the Collateral Agent Clause in Contracts

Authority of the Collateral Agent. The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. None of the Collateral Agent, any director, officer, employee, attorney or agent of the Collateral Agent nor any holder of the Notes shall be liable to the Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its own bad faith, gross negligence or willful misconduct, nor shall the Collateral Agent be responsible for the legality, validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on the opinion of a nationally recognized firm of independent certified public accountants with respect to the dollar amount of the Pledged Securities.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. None of the Collateral Agent, any director, officer, employee, attorney or agent of the Collateral Agent nor any holder the Holders of the Notes shall be liable to the Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its own bad faith, gross negligence or willful misconduct, nor shall the Collateral Agent be responsible for the legality, validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on the opinion of a nationally recognized firm of independent certified public accountants with respect to the dollar amount of the Pledged Securities.

Authority of the Collateral Agent. (i) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. None Except as otherwise expressly provided in this Pledge Agreement (including without limitation Section 4 and Section 12 of this Pledge Agreement), the Intercreditor Agreements or the Indenture, neither the Collateral Agent, Agent nor any director, officer, employee, attorney or agent of the Collateral Agent nor any holder of the Notes shall be liable to the any Pledgor for any action taken or omitted to be taken by it or them the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, nor shall and the Collateral Agent shall not be responsible for the legality, validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The . (ii) Each Pledgor acknowledges that the rights and responsibilities of the Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on the opinion of a nationally recognized firm of independent certified public accountants under this Pledge Agreement with respect to any action taken by the dollar amount of the Pledged Securities.Collateral Agent (other than pursuant to

Authority of the Collateral Agent. The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. None of Neither the Collateral Agent, Agent nor any director, officer, employee, attorney or agent of the Collateral Agent nor any holder of the Notes shall be liable to the Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its own bad faith, gross negligence or willful misconduct, nor shall the Collateral Agent be responsible for the legality, validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Pledgor agrees to indemnify and hold harmless the Collateral Agent Agent, the Holders and its directorsany other Person from and against any and all costs, officersexpenses (including the reasonable fees and disbursements of counsel (including, employeesthe allocated costs of inside counsel)), attorneys claims and agents liabilities incurred by the Collateral Agent, the Holders or such Person hereunder, unless such claim or liability shall be entitled due to rely willful misconduct or gross negligence on the opinion part of a nationally recognized firm of independent certified public accountants with respect to the dollar amount of the Pledged Securitiessuch Person.

Authority of the Collateral Agent. The Collateral Agent shall --------------------------------- have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. None of the Collateral Agent, any director, officer, employee, attorney or agent of the Collateral Agent nor any holder the Holders of the Notes shall be liable to the Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its own bad faith, gross negligence or willful misconduct, nor shall the Collateral Agent be responsible for the legality, validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on the opinion of a nationally recognized firm of independent certified public accountants with respect to the dollar amount of the Pledged Securities.

Authority of the Collateral Agent. The Collateral Agent shall have and be entitled to exercise all powers hereunder that which are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. None of Neither the Collateral Agent, Agent nor any director, officer, employee, attorney or agent of the Collateral Agent nor any holder of the Notes shall be liable to the Pledgor either Grantor for any action taken or omitted to be taken by it or them hereunder, except for its or their own bad faith, gross negligence or willful misconduct, nor shall the Collateral Agent be responsible for the legality, validity, effectiveness or sufficiency hereof of this Agreement or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Each Grantor agrees jointly and severally to indemnify and hold harmless the Collateral Agent from and its directorsagainst any and all costs, officersexpenses (including reasonable fees, employees, expenses and disbursements of attorneys and agents paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Collateral Agent hereunder, unless such claim or liability shall be entitled due to rely willful misconduct or gross negligence on the opinion of a nationally recognized firm of independent certified public accountants with respect to the dollar amount part of the Pledged SecuritiesCollateral Agent.

Authority of the Collateral Agent. The Collateral Agent shall have and be entitled to exercise all powers hereunder that which are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. None of Neither the Collateral Agent, Agent nor any director, officer, employee, attorney or agent of the Collateral Agent nor any holder of the Notes shall be liable to the Pledgor Grantor for any action taken or omitted to be taken by it or them hereunder, except for its or their own bad faith, gross negligence or willful misconduct, nor shall the Collateral Agent be responsible for the legality, validity, effectiveness or sufficiency hereof of this Security Agreement or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled entitled-to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Persons. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on the opinion of a nationally recognized firm of independent certified public accountants with respect to the dollar amount of the Pledged Securitiespersons.

Authority of the Collateral Agent. The Collateral Agent shall have and be entitled to exercise all powers hereunder that which are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. None of Neither the Collateral Agent, Agent nor any director, officer, employee, attorney or agent of the Collateral Agent nor any holder of the Notes shall be liable to the Pledgor Grantor for any action taken or omitted to be taken by it or them hereunder, except for its or their own bad faith, gross negligence or willful misconduct, nor shall the Collateral Agent be responsible for the legality, validity, effectiveness or sufficiency hereof of this Security Agreement or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled entitled- to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Persons. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on the opinion of a nationally recognized firm of independent certified public accountants with respect to the dollar amount of the Pledged Securitiespersons.

Authority of the Collateral Agent. The Collateral Agent shall have and be entitled to exercise all powers hereunder that which are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. None of Neither the Collateral Agent, Agent nor any director, officer, employee, attorney or agent of the Collateral Agent nor any holder of the Notes shall be liable to the Pledgor either Grantor for any action taken or omitted to be taken by it or them hereunder, except for its or their own bad faith, gross negligence or willful misconduct, nor shall the Collateral Agent be responsible for the legality, validity, effectiveness or sufficiency hereof of this Agreement or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, certificate, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Each Grantor agrees jointly and severally to indemnify and hold harmless the Collateral Agent from and its directorsagainst any and all costs, officersexpenses (including reasonable fees, employees, expenses and disbursements of attorneys and agents paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Collateral Agent hereunder, unless such claim or liability shall be entitled due to rely willful misconduct or gross negligence on the opinion of a nationally recognized firm of independent certified public accountants with respect to the dollar amount part of the Pledged SecuritiesCollateral Agent.