Common use of Certain Matters Affecting the Collateral Agent Clause in Contracts

Certain Matters Affecting the Collateral Agent. (a) Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be (i) liable for any error in judgment, or action taken or omitted to be taken, by it or them in good faith under or in connection with this Agreement or any other Basic Document (except for its, their or such Person’s own bad faith, gross negligence or willful misconduct), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any other Person contained in this Agreement or any other Basic Document or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or any other Basic Document, for the due execution, legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Basic Document or any other document furnished in connection herewith or therewith, or for any failure of any transaction party to perform its obligations hereunder or thereunder or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith, or for the satisfaction of any condition specified in Article Four. The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, Midtown in each of its capacities hereunder and under the other Basic Documents to which it is a party, and each agent, custodian, and any other Person employed to act hereunder and under the other Basic Documents to which it is a party; and in actions under any other Basic Document, the Collateral Agent shall be entitled to all the rights, privileges, protections, immunities and benefits afforded it hereunder. (b) The Collateral Agent shall have no enforcement or notification obligations relating to breaches of representations or warranties of any other Person. (c) The Collateral Agent shall not be liable for, or have any duty to supervise or monitor, the default, misconduct or any other action or omission of the Borrower, the Servicer or any other party to the Basic Documents (other than Midtown in any of its capacities under the Basic Documents). (d) The Collateral Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Basic Document, or to inspect the properties, books or records of the transaction parties.

Certain Matters Affecting the Collateral Agent. (a) Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be (i) liable for any error in judgment, or action taken or omitted to be taken, by it or them in good faith under or in connection with this Agreement or any other Basic Document (except for its, their or such Person’s own bad faith, gross negligence or willful misconduct), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any other Person contained in this Agreement or any other Basic Document or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or any other Basic Document, for the due execution, legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Basic Document or any other document furnished in connection herewith or therewith, or for any failure of any transaction party to perform its obligations hereunder or thereunder or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith, or for the satisfaction of any condition specified in Article Four. The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, Midtown Computershare in each of its capacities hereunder and under the other Basic Documents to which it is a party, and each agent, custodian, and any other Person employed to act hereunder and under the other Basic Documents to which it is a party; and in actions under any other Basic Document, the Collateral Agent shall be entitled to all the rights, privileges, protections, immunities and benefits afforded it hereunder. (b) The Collateral Agent shall have no enforcement or notification obligations relating to breaches of representations or warranties of any other Person. (c) The Collateral Agent ; provided, that the foregoing shall not be liable for, or have any duty apply to supervise or monitor, the default, misconduct or any other action or omission of the Borrower, the Servicer or any other party to the Basic Documents (other than Midtown Computershare in any of its capacities under the Basic Documents). (d) The Collateral Agent shall not be under any obligation to any Lender to ascertain or to inquire capacity as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Basic Document, or to inspect the properties, books or records of the transaction partiesBackup Servicer.

Certain Matters Affecting the Collateral Agent. (af) Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be (i) liable for any error in judgment, or action taken or omitted to be taken, by it or them in good faith under or in connection with this Agreement or any other Basic Document (except for its, their or such Person’s own bad faith, gross negligence or willful misconduct), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any other Person contained in this Agreement or any other Basic Document or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or any other Basic Document, for the due execution, legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Basic Document or any other document furnished in connection herewith or therewith, or for any failure of any transaction party to perform its obligations hereunder or thereunder or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith, or for the satisfaction of any condition specified in Article Four. The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, Midtown Computershare in each of its capacities hereunder and under the other Basic Documents to which it is a party, and each agent, custodian, and any other Person employed to act hereunder and under the other Basic Documents to which it is a party; and in actions under any other Basic Document, the Collateral Agent shall be entitled to all the rights, privileges, protections, immunities and benefits afforded it hereunder. (b) The Collateral Agent shall have no enforcement or notification obligations relating to breaches of representations or warranties of any other Person. (c) The Collateral Agent ; provided, that the foregoing shall not be liable for, or have any duty apply to supervise or monitor, the default, misconduct or any other action or omission of the Borrower, the Servicer or any other party to the Basic Documents (other than Midtown Computershare in any of its capacities under the Basic Documents). (d) The Collateral Agent shall not be under any obligation to any Lender to ascertain or to inquire capacity as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Basic Document, or to inspect the properties, books or records of the transaction partiesBackup Servicer.

Certain Matters Affecting the Collateral Agent. (a) Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be Except as otherwise provided in Section 901 hereof: (i) liable for any error in judgment, or action taken or omitted to be taken, by it or them in good faith under or in connection with this Agreement or any other Basic Document (except for its, their or such Person’s own bad faith, gross negligence or willful misconduct), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any other Person contained in this Agreement or any other Basic Document or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or any other Basic Document, for the due execution, legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Basic Document or any other document furnished in connection herewith or therewith, or for any failure of any transaction party to perform its obligations hereunder or thereunder or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith, or for the satisfaction of any condition specified in Article Four. The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, Midtown in each of its capacities hereunder and under the other Basic Documents to which it is a party, and each agent, custodian, and any other Person employed to act hereunder and under the other Basic Documents to which it is a party; and in actions under any other Basic Document, the Collateral Agent shall be entitled to all the rights, privileges, protections, immunities and benefits afforded it hereunder. (b) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any Opinion of Counsel, certificate of an officer of the Borrower, the Manager or the Administrative Agent, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have no enforcement been signed or notification obligations relating to breaches presented by the proper party or parties; (ii) The Collateral Agent may consult with counsel of representations its selection and any advice or warranties opinion of such counsel shall be full and complete authorization and protection in respect of any other Person. action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion; (ciii) The Collateral Agent shall not be liable for, with respect to any action it takes or have any duty omits to supervise or monitor, the default, misconduct or any other action or omission of take in accordance with a direction received by it from the Borrower, the Servicer Manager, the Administrative Agent or the Majority Lenders in accordance with the terms of this Agreement and the other Transaction Documents. The Collateral Agent shall be under no obligation to institute, conduct or defend any other party litigation or Proceeding hereunder or in relation hereto at the request, order or direction of the Majority Lenders, pursuant to the Basic Documents provisions of this Agreement, unless the Majority Lenders shall have offered to the Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; and (other than Midtown in any of its capacities under the Basic Documents). (div) The Collateral Agent shall not be under liable for any obligation action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (b) The Collateral Agent shall not be bound to take any Lender discretionary action, including any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to ascertain or to inquire as to do so by the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Basic Document, or to inspect the properties, books or records of the transaction parties.Majority Lenders; provided,