Common use of Liability of Collateral Agent Clause in Contracts

Liability of Collateral Agent. (1) Neither the Collateral Agent, its Affiliates nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct. Furthermore, in no event shall the Collateral Agent or its Affiliates, directors, officers, agents, and employees be held liable for any special, indirect, punitive or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. (2) The Collateral Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) or telephone communication believed by it to be genuine or, in the case of a writing, to be signed by the proper party or parties. (3) Except as provided in Paragraph 5 above, the Collateral Agent shall not be under a duty to examine into or pass upon the validity, effectiveness, genuineness or value of the Collateral or any other instrument or document furnished pursuant thereto or thereunder, and Collateral Agent shall be entitled to assume that the same are valid, effective and genuine in what they purport to be.