Common use of Liability of Collateral Agent Clause in Contracts

Liability of Collateral Agent. Except as otherwise provided herein, no Collateral Agent-Related Person 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 Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by Borrower or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Collateral Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower or any Affiliate thereof.

Liability of Collateral Agent. Except None of the Collateral Agent Related Persons (as otherwise provided herein, no Collateral Agent-Related Person defined below) shall (ai) 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 Loan Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Lender or participant of the Buyers for any recital, statement, representation or warranty made by Borrower any other party, or any officer thereof, contained herein in this Agreement or in any other Loan 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 Loan Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Transaction Document, or for any failure of Borrower or any other party to this Agreement or any Loan other Transaction Document to perform its obligations hereunder or thereunder. No Collateral Agent-Agent Related Person shall be under any obligation to any Lender or participant Buyer to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Transaction Document, or to inspect the properties, books or records of Borrower the Company or any Affiliate thereofof the Company’s Subsidiaries or Affiliates. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Liability of Collateral Agent. Except as otherwise provided herein, no Collateral No Agent-Related Person 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 Loan Collateral Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Secured Creditor or participant for any recital, statement, representation or warranty made by Borrower any Credit Party or any officer thereof, contained herein or in any other Loan Collateral 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 Loan Collateral Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Collateral Document, or for any failure of Borrower any Credit Party, Secured Creditor or any other party to any Loan Collateral Document to perform its obligations hereunder or thereunder. No Collateral Agent-Related Person shall be under any obligation to any Lender or participant Secured Creditor to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Collateral Document, or to inspect the properties, books or records of Borrower any Credit Party or any Affiliate thereof.

Liability of Collateral Agent. Except as otherwise provided herein, no No Collateral Agent-Related Person 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 Loan Security Document or the transactions contemplated hereby and thereby including but not limited to those arising from its own negligence (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by Borrower the Company, any of the Company’s Affiliates or any officer thereof, contained herein or in any other Loan Security 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 Loan Security Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Security Document, or for any failure of Borrower the Company or any other party to any Loan Document of its Affiliates to perform its obligations hereunder or thereunder. No Collateral Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Security Document, or to inspect the properties, books or records of Borrower the Company or any Affiliate thereofof its Affiliates.

Liability of Collateral Agent. Except as otherwise provided herein, no No Collateral Agent-Related Person shall be (a) be liable for any action taken or omitted to be taken by any of them the Collateral Agent under this Section 14 or under or in connection with this Agreement or any other Loan Document or of the transactions contemplated hereby Collateral Documents (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant holder of a Note for any recital, statement, representation or warranty made by Borrower the Company or any of the Subsidiaries, or any officer thereof, contained herein or in any other Loan Documentof the Transaction Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent or any other holder of a Note under or in connection with, this Agreement or any other Loan Documentof the Transaction Documents, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Documentof the Transaction Documents, or for any failure of Borrower the Company or any other party to any Loan Document of the Subsidiaries to perform its obligations hereunder or thereunderunder any of the Transaction Documents. No Collateral Agent-Related Person shall be under any obligation to any Lender or participant holder of a Note to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Documentof the Transaction Documents, or to inspect the properties, books or records of Borrower the Company or any Affiliate thereofof the Subsidiaries.

Liability of Collateral Agent. Except as otherwise provided herein, no Collateral Agent-Related Person 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 Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Borrower or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Collateral Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower or any Affiliate thereof.

Liability of Collateral Agent. Except as otherwise provided herein, no None of the Collateral Agent-Agent Related Person Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Security Agreement or any other Loan Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Lender or participant of the Noteholders for any recital, statement, representation or warranty made by Borrower any other party, or any officer thereof, contained herein in this Security Agreement or in any other Loan 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 Security Agreement or any other Loan Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Security Agreement or any other Loan Transaction Document, or for any failure of Borrower or any other party to this Security Agreement or any Loan other Transaction Document to perform its obligations hereunder or thereunder. No Collateral Agent-Agent Related Person shall be under any obligation to any Lender or participant Noteholder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Security Agreement or any other Loan Transaction Document, or to inspect the properties, books or records of Borrower the Company or any Affiliate thereofof the Company’s Subsidiaries or Affiliates. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Liability of Collateral Agent. Except None of the Collateral Agent Related Persons (as otherwise provided herein, no Collateral Agent-Related Person defined below) shall (ai) 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 Loan Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Lender or participant of the Holders for any recital, statement, representation or warranty made by Borrower any other party, or any officer thereof, contained herein in this Agreement or in any other Loan 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 Loan Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Transaction Document, or for any failure of Borrower or any other party to this Agreement or any Loan other Transaction Document to perform its obligations hereunder or thereunder. No Collateral Agent-Agent Related Person shall be under any obligation to any Lender or participant Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Transaction Document, or to inspect the properties, books or records of Borrower the Company or any Affiliate thereofof the Company’s Subsidiaries or Affiliates. “Collateral Agent Related Persons” means the Collateral Agent, its shareholders, members, officers, directors, employees, agents and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Liability of Collateral Agent. Except None of the Collateral Agent Related Persons (as otherwise provided herein, no Collateral Agent-Related Person defined below) shall (ai) 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 Loan Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Lender or participant of the Holders for any recital, statement, representation or warranty made by Borrower any other party, or any officer thereof, contained herein in this Agreement or in any other Loan 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 Loan Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Transaction Document, or for any failure of Borrower or any other party to this Agreement or any Loan other Transaction Document to perform its obligations hereunder or thereunder. No Collateral Agent-Agent Related Person shall be under any obligation to any Lender or participant Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Transaction Document, or to inspect the properties, books or records of Borrower the Company or any Affiliate thereofof the Company’s Subsidiaries or Affiliates. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Liability of Collateral Agent. Except as otherwise provided herein, no Collateral Agent-Related Person 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 Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Borrower or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of a Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Collateral Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower or any Affiliate thereof.

Liability of Collateral Agent. Except as otherwise provided herein, no Collateral Agent-Related Person 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 Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinherein as determined by a court of competent jurisdiction by final and nonappealable judgment), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by Borrower or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Collateral Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower or any Affiliate thereof.

Liability of Collateral Agent. Except as otherwise provided herein, no Neither the Collateral Agent-Related Person Agent nor its Affiliates 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 Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Investor or participant for any recital, statement, representation or warranty made by any Borrower or any officer thereof, contained herein or in any other Loan 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 Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document to perform its obligations Obligations hereunder or thereunder. No Neither the Collateral Agent-Related Person Agent nor its Affiliates shall be under any obligation to any Lender Investor or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower or any Affiliate thereof.

Liability of Collateral Agent. Except as otherwise provided herein, no None of the Collateral Agent or Agent-Related Person Persons shall (ai) 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 Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Lender or participant of the Banks for any recital, statement, representation or warranty made by the Borrower or any Subsidiary or Affiliate of the Borrower, or any officer thereof, contained herein in this Agreement or in any other Loan 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 Loan Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Collateral Agent or Agent-Related Person shall be under any obligation to any Lender or participant Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereofof the Borrower's Subsidiaries or Affiliates.

Liability of Collateral Agent. Except None of the Collateral Agent Related Persons (as otherwise provided herein, no Collateral Agent-Related Person defined below) shall (ai) 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 Loan Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Lender or participant of the Holders for any recital, statement, representation or warranty made by Borrower any other party, or any officer thereof, contained herein in this Agreement or in any other Loan 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 Loan Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Transaction Document, or for any failure of Borrower or any other party to this Agreement or any Loan other Transaction Document to perform its obligations hereunder or thereunder. No Collateral Agent-Agent Related Person shall be under any obligation to any Lender or participant Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Transaction Document, or to inspect the properties, books or records of Borrower the Grantor or any Affiliate thereofof the Grantor’s Subsidiaries or Affiliates. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Liability of Collateral Agent. Except None of the Collateral Agent Related Persons (as otherwise provided herein, no Collateral Agent-Related Person defined below) shall (ai) 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 Loan Borrower Document or the transactions contemplated hereby (except for its own fraud or gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Lender or participant of the Lenders for any recital, statement, representation or warranty made by Borrower any other party, or any officer thereof, contained herein in this Agreement or in any other Loan Borrower 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 Loan Borrower Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Borrower Document, or for any failure of Borrower or any other party to this Agreement or any Loan Borrower Document to perform its obligations hereunder or thereunder. No Collateral Agent-Agent Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Borrower Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereofof the Borrower’s subsidiaries or affiliates. “Collateral Agent Related Persons” means the Collateral Agent, its shareholders, members, officers, directors, employees, agents and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Liability of Collateral Agent. Except as otherwise provided herein, no None of the Collateral Agent-Related Person Persons 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 Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender or participant of the Purchasers for any recital, statement, representation or warranty made by Borrower Issuer or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower Issuer or its Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Collateral Agent-Related Person shall be under any obligation to any Lender or participant Purchasers to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books and records or records properties of Borrower Issuer or any Affiliate thereofits Subsidiaries.

Liability of Collateral Agent. Except None of the Collateral Agent Related Persons (as otherwise provided herein, no Collateral Agent-Related Person defined below) shall (ai) 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 Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any the Lender or participant for any recital, statement, representation or warranty made by Borrower any other party, or any officer thereof, contained herein in this Agreement or in any other Loan 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 Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower or any other party to this Agreement or any other Loan Document to perform its obligations hereunder or thereunder. No Collateral Agent-Agent Related Person shall be under any obligation to any the Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereofof the Borrower’s Subsidiaries or Affiliates. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Liability of Collateral Agent. Except None of the Collateral Agent Related Persons (as otherwise provided herein, no Collateral Agent-Related Person defined below) shall (ai) 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 Loan Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Lender or participant of the Holders for any recital, statement, representation or warranty made by Borrower any other party, or any officer thereof, contained herein in this Agreement or in any other Loan 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 Loan Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Transaction Document, or for any failure of Borrower or any other party to this Agreement or any Loan other Transaction Document to perform its obligations hereunder or thereunder. No Collateral Agent-Agent Related Person shall be under any obligation to any Lender or participant Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Transaction Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereofof the Borrower’s Subsidiaries or Affiliates. “Collateral Agent Related Persons” means the Collateral Agent, its shareholders, members, officers, directors, employees, agents and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Liability of Collateral Agent. Except as otherwise provided herein, no Neither the Collateral Agent-Related Person Agent nor its Affiliates (other than Borrower) 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 Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Borrower or any officer thereof, contained herein or in any other Loan 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 Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower or any other party to any Loan Document to perform its obligations Obligations hereunder or thereunder. No Neither the Collateral Agent-Related Person Agent nor its Affiliates (other than Borrower) shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower or any Affiliate thereofBorrower.

Liability of Collateral Agent. Except None of the Collateral Agent Related Persons (as otherwise provided herein, no Collateral Agent-Related Person defined below) shall (ai) 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 Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Lender or participant of the Lenders for any recital, statement, representation or warranty made by Borrower any other party, or any officer thereof, contained herein in this Agreement or in any other Loan 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 Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower or any other party to this Agreement or any other Loan Document to perform its obligations hereunder or thereunder. No Collateral Agent-Agent Related Person shall be under any obligation to any Lender or participant the Lenders to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereofof the Borrower’s Subsidiaries or Affiliates. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Liability of Collateral Agent. Except None of the Collateral Agent Related Persons (as otherwise provided herein, no Collateral Agent-Related Person defined below) shall (ai) 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 Loan Note Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Lender or participant of the Holders for any recital, statement, representation or warranty made by Borrower any other party, or any officer thereof, contained herein in this Agreement or in any other Loan Note 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 Loan Note Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Note Document, or for any failure of Borrower or any other party to this Agreement or any Loan Document other Note Documents to perform its obligations hereunder or thereunder. No Collateral Agent-Agent Related Person shall be under any obligation to any Lender or participant Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Note Document, or to inspect the properties, books or records of Borrower the Company or any Affiliate thereofof the Company’s Subsidiaries or Affiliates. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.