Common use of Liability of Collateral Agent Clause in Contracts

Liability of Collateral Agent. Neither the Collateral Agent nor any of its directors, officers, agents or employees: (a) shall be liable for any action taken or omitted to be taken by it or them as Collateral Agent under or in connection with this Agreement (including the Collateral Agent’s servicing, administering or collecting Receivables as Master Servicer) in the absence of its or their own gross negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the Collateral Agent may consult with legal counsel (including counsel for the Company, the Contributor or the Master Servicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes any warranty or representation to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party (whether written or oral) and shall not be responsible to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction Document; (c) shall have any duty to ascertain or to inquire as to whether or not a Termination Event has occurred and is continuing nor to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement (including in particular whether any instructions of the Administrative Agent have been authorized by the Majority Lenders) or any other Transaction Document on the part of any Transaction Party or to inspect the property (including the books and records) of any Transaction Party; (d) shall be responsible to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document; and (e) shall incur any liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Liability of Collateral Agent. Neither the Collateral Agent nor any of its directors, officers, agents or employees: (a) shall be liable for any action taken or omitted to be taken by it or them as Collateral Agent under or in connection with this Agreement (including the Collateral Agent’s servicing, administering or collecting Receivables as Master Servicer) in the absence of its or their own gross negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the Collateral Agent may consult with legal counsel (including counsel for the Company, the Contributor or the Master Servicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes any warranty or representation to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party (whether written or oral) and shall not be responsible to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction Document; (c) shall have any duty to ascertain or to inquire as to whether or not a Termination Event has occurred and is continuing nor to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement (including in particular whether any instructions of the Administrative Agent have been authorized by the Majority Lenders) or any other Transaction Document on the part of any Transaction Party or to inspect the property (including the books and records) of any Transaction Party; (d) shall be responsible to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document; and (e) shall incur any liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimileelectronic mail) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Liability of Collateral Agent. Neither the Collateral Agent nor any of its directors, officers, agents or employees: (a) shall be liable for any action taken or omitted to be taken by it or them as Collateral Agent under or in connection with this Agreement (including the Collateral Agent’s servicing, administering or collecting Receivables as Master Servicer) ), in the absence of its or their own gross negligence, fraud negligence or willful misconduct. Without limiting the generality of the foregoing, the Collateral Agent may consult with legal counsel (including counsel for the Company, the Contributor or the Master Servicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes any warranty or representation to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party (whether written or oral) and shall not be responsible to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction Document; (c) shall have any duty to ascertain or to inquire as to whether or not a Termination Event has occurred and is continuing nor to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement (including in particular whether any instructions of the Administrative Agent have been authorized by the Majority Lenders) or any other Transaction Document on the part of any Transaction Party or to inspect the property (including the books and records) of any Transaction Party; (d) shall be responsible to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document; and (e) shall incur any liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Liability of Collateral Agent. Neither the Collateral Agent nor any of its directors, officers, agents or employees: sub-agent appointed by the Collateral Agent to carry out the functions under this Agreement shall (ai) shall be liable for any action taken or omitted to be taken by it or any of them as Collateral Agent under or in connection with this Agreement (including the Collateral Agent’s servicing, administering or collecting Receivables as Master Servicer) in the absence of its or their own gross negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the Collateral Agent may consult with legal counsel (including counsel for the Company, the Contributor or the Master Servicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes any warranty or representation to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party (whether written or oral) and shall not be responsible to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction 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 required by applicable law) or (ii) be responsible in any manner to any Secured Party for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate thereof, or any officer thereof, contained herein or in any other Collateral Document; (c) , 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 Collateral Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Collateral Document, or for any failure of the Company or any Subsidiary or Affiliate thereof or any other party to any Collateral Document to perform its obligations hereunder or thereunder. Neither the Collateral Agent nor any sub-agent appointed by the Collateral Agent to carry out the functions under this Agreement shall have be under any duty obligation to ascertain or to inquire as to whether or not a Termination Event has occurred and is continuing nor any Secured Party to ascertain or to inquire as to the observance or performance or observance of any of the termsagreements contained in, covenants or conditions of this Agreement (including in particular whether any instructions of the Administrative Agent have been authorized by the Majority Lenders) or any other Transaction Document on the part of any Transaction Party or to inspect the property (including the books and records) of any Transaction Party; (d) shall be responsible to the Administrative Agentof, the Funding Agents, the Lenders or other Secured Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Collateral Document; and (e) shall incur any liability under , or in respect to inspect the properties, books or records of this Agreement the Company or any other Subsidiary or Affiliate thereof. The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Document Lien, including, without limitation, the filing, form, content or renewal of UCC financing statements, Mortgages or similar documents or instruments, whether impaired by acting upon operation of law or by reason of any notice (including notice by telephone), consent, certificate action or other instrument or writing (which may be by facsimile) believed by it in good faith omission to be genuine and signed or sent by act on its part under the proper party or partiesCollateral Documents.

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 Creditor for any of the consequences of such reliance. Neither the Collateral Agent nor any director, officer, employee or agent of its directors, officers, agents or employees: (a) the Collateral Agent shall be liable for any action taken or omitted to be not taken by it or them as Collateral Agent under under, or in connection with with, this Agreement (including or any of the Collateral Agent’s servicing, administering or collecting Receivables as Master Servicer) Financing Documents in the absence of its or their own gross negligence, fraud negligence or willful misconduct. Without limiting the generality of the foregoingAs to any matters not expressly provided for herein, the Collateral Agent may consult shall act or refrain from acting in accordance with legal counsel (including counsel for written instructions from the CompanyRequired Lenders or, in the Contributor or absence of such instructions, in accordance with its discretion, taking into account the Master Servicer), independent certified public accountants and other experts selected by it and interests of all Lenders. The Collateral Agent shall not be liable for obligated to follow any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes any warranty or representation written directions to the Administrative Agentextent 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 or which exposes the Collateral Agent to personal liability. Neither the Collateral Agent nor any director, officer, employee or agent of the Funding Agents, the Lenders or other Secured Party (whether written or oral) and Collateral Agent shall not be responsible to the Administrative Agent, the Funding Agents, the Lenders for or other Secured Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction Document; (c) shall have any duty to ascertain ascertain, inquire into or to inquire as to whether verify (a) any statement, warranty or not a Termination Event has occurred and is continuing nor to ascertain representation made in connection with any of the Financing Documents or to inquire as to any payment thereunder; (b) the performance or observance of any of the terms, covenants or conditions agreements of this Agreement (including in particular whether any instructions Obligated Party or any Creditor under any of the Administrative Agent have been authorized by Financing Documents; (c) the Majority Lenders) validity, effectiveness or genuineness of the Financing Documents or any other Transaction Document on the part of any Transaction Party or to inspect the property (including the books and records) of any Transaction Party; (d) shall be responsible to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document; and (e) shall incur any liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing furnished in connection therewith; or (which may be by facsimiled) believed by it the existence, genuineness or value of any of the Collateral or the validity, effectiveness, perfection, priority or enforceability of the security interests in good faith to be genuine and signed or sent by liens on any of the proper party or partiesCollateral.

Liability of Collateral Agent. Neither the Collateral Agent Agent, nor any of its Affiliates or officers, directors, officersemployees, agents, sub-agents or employees: attorneys-in-fact of any of them, shall (a) shall be liable for any action taken or omitted to be taken by it or any of them as Collateral Agent under or in connection with this Agreement (including the Collateral Agent’s servicing, administering or collecting Receivables as Master Servicer) in the absence of its or their own gross negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the Collateral Agent may consult with legal counsel (including counsel for the Company, the Contributor or the Master Servicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes any warranty or representation to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party (whether written or oral) and shall not be responsible to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other PA Financing Transaction Document or the transactions contemplated hereby (except that this clause (a) shall not apply to the Collateral Agent’s own bad faith or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Secured Party for any recital, statement, representation or warranty made by any Grantor or any officer thereof, contained herein or in any other PA Financing 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 PA Financing Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other PA Financing Transaction Document, or the perfection or priority of any Lien or security interest created or purported to be created under any PA Financing Transaction Document, or for any failure of any Grantor or any other party to any PA Financing Transaction Document to perform its obligations hereunder or thereunder. Neither the Collateral Agent, nor any of its Affiliates or officers, directors, employees, agents, sub-agents or attorneys-in-fact of any of them, shall be under any obligation to any Secured Party or participant to (ci) shall have any duty to ascertain or to inquire as to whether or not a Termination Event has occurred and is continuing nor to ascertain or to inquire as to the observance or performance or observance of any of the termsagreements contained in, covenants or conditions of of, this Agreement (including in particular whether any instructions of the Administrative Agent have been authorized by the Majority Lenders) Agreement, or any other PA Financing Transaction Document on or (ii) inspect the part properties, books or records of any Transaction Party Grantor, Borrower or to inspect the property (including the books and records) of any Transaction Party; (d) shall be responsible to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Obligor or any other Transaction Document; and (e) shall incur any liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it in good faith to be genuine and signed or sent by the proper party or partiestheir respective Affiliates.

Liability of Collateral Agent. Neither the Collateral Agent nor any of its directors, officers, agents agents, employees or employees: (a) attorneys shall be liable for any action taken or omitted to be not taken by it or them as Collateral Agent under or in connection with the Credit Documents or this Agreement (including the Collateral Agent’s servicingAgreement, administering or collecting Receivables as Master Servicer) in the absence of its or EXCEPT for their own gross negligence, fraud negligence or willful misconduct. Without limiting the generality of limitation on the foregoing, the Collateral Agent may and its directors, officers, agents, employees and attorneys: A. May treat each Secured Creditor identified in its records as the owner of its Pro Rata Share reflected in such records until the Collateral Agent receives notice of the assignment or transfer thereof. B. May consult with legal counsel (including counsel for the Company, the Contributor or the Master ServicerINCLUDING in-house legal counsel), independent certified public accountants (INCLUDING in-house accountants) and other professionals or experts selected by it it, or with legal counsel, accountants or other professionals or experts for the Tribe, the Borrower or the Secured Creditors, and shall not be liable for any action taken or omitted to be not taken by it in good faith by it in accordance with the any advice of such legal counsel, accountants or other professionals or experts;. (b) makes C. Shall not be responsible to any Secured Creditor for any statement, warranty or representation to made in any of the Administrative AgentCredit Documents or this Agreement or in any notice, the Funding Agentscertificate, the Lenders report, request or other Secured Party statement (whether written or oral) and shall not be responsible to the Administrative Agent, the Funding Agents, the Lenders given or other Secured Party for any statements, warranties or representations (whether written or oral) made in or in connection with any of the Credit Documents or this Agreement or any other Transaction Document;Agreement. (c) D. EXCEPT to the extent expressly set forth in the Credit Documents, shall have any no duty to ascertain ask or to inquire as to whether or not a Termination Event has occurred and is continuing nor to ascertain or to inquire as to the performance or observance by the Tribe, the Borrower or any other Party of any of the terms, conditions or covenants or conditions of this Agreement (including in particular whether any instructions of the Administrative Agent have been authorized by the Majority Lenders) or any other Transaction Document on the part of any Transaction Party Credit Documents or to inspect any Collateral or the property (including Property, books or records of the books and records) of any Transaction Party;Tribe or the Borrower. (d) shall E. Will not be responsible to the Administrative Agent, the Funding Agents, the Lenders or other any Secured Party Creditor for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency or value of this Agreement any Credit Document, any other instrument or writing furnished pursuant thereto or in connection therewith, or any other Transaction Document; andcollateral. (e) shall F. Will not incur any liability under or in respect of this Agreement or any other Transaction Document by acting or not acting in reliance upon any notice (including notice by telephone)Credit Document, notice, consent, certificate certificate, statement, request or other instrument or writing (which may be by facsimile) believed by it in good faith to be genuine and signed or sent by the proper party or parties. G. Will not incur any liability for any arithmetical error in computing any amount paid or payable by the Borrower or any Affiliate thereof or paid or payable to or received or receivable from any Secured Creditor under any Credit Document, INCLUDING, without limitation, principal, interest, Advances and other amounts; PROVIDED that, promptly upon discovery of such an error in computation, the Collateral Agent, the Secured Creditors and (to the extent applicable) the Borrower or its Affiliates shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred.

Liability of Collateral Agent. Neither the Collateral Agent nor any of its directorsExcept as otherwise provided herein, officers, agents or employees: no “Agent-Related Person” (as defined below) shall (a) shall be liable for any action taken or omitted to be taken by it or any of them as Collateral Agent under or in connection with this Agreement (including the Collateral Agent’s servicing, administering or collecting Receivables as Master Servicer) in the absence of its or their own gross negligence, fraud or willful misconduct. Without limiting the generality of the foregoing, the Collateral Agent may consult with legal counsel (including counsel for the Company, the Contributor or the Master Servicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes any warranty or representation to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party (whether written or oral) and shall not be responsible to the Administrative Agent, the Funding Agents, the Lenders or other Secured Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction Loan Document or the transactions contemplated hereby (except for its own (and with respect to Collateral Agent, its, its Affiliates, and their officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons) 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; (c) , or in any certificate, report, statement or other document referred to or provided for in, or received by 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 Agent-Related Person shall have be under any duty obligation to ascertain any Lender or to inquire as to whether or not a Termination Event has occurred and is continuing nor participant to ascertain or to inquire as to the observance or performance or observance of any of the termsagreements contained in, covenants or conditions of this Agreement (including in particular whether any instructions of the Administrative Agent have been authorized by the Majority Lenders) or any other Transaction Document on the part of any Transaction Party or to inspect the property (including the books and records) of any Transaction Party; (d) shall be responsible to the Administrative Agentof, the Funding Agents, the Lenders or other Secured Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Loan Document; and (e) shall incur any liability under , or in respect to inspect the Collateral, other properties or books or records of this Agreement Borrower or any other Transaction Document by acting upon any notice (including notice by telephone)Affiliate thereof. The term “Agent-Related Person” means the Collateral Agent, consenttogether with its Affiliates, certificate or other instrument or writing (which may and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be by facsimile) believed by it in good faith to be genuine and signed or sent by the proper party or partiesan Affiliate of Borrower.