Common use of Regarding Collateral Clause in Contracts

Regarding Collateral. (a) The Collateral Agent makes no representation as to the value, sufficiency or condition of the Collateral or any part thereof, as to the title of the Borrower to the Collateral, as to the security afforded by this Agreement or any Loan Document, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral, except as provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent shall have no duty to the Lenders as to any Collateral in its possession or in the possession of someone under its control or in the possession or control of any Collateral Agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords its own assets and the duty to account for monies received by it. Neither the Collateral Agent nor any officer, the Collateral Agent or representative thereof shall be personally liable for any action taken or omitted to be taken by any such Person in connection with this Agreement or any Loan Document except for such Person's own gross negligence or willful misconduct. In no instance shall the Collateral Agent have any liability for special, consequential or indirect damages or penalties (including lost profits) even if it has been advised of the likelihood of the same, except to the extent arising out of its gross negligence or willful misconduct. Permissive rights, authorities and powers granted to the Collateral Agent under this Agreement or any Loan Documents shall not be construed to be mandatory duties to act. The Collateral Agent shall not be under an obligation independently to request or examine insurance coverage with respect to any Collateral.

Regarding Collateral. (a) The Agent hereby disclaims any representation or warranty to the Noteholders concerning and shall have no responsibility to Noteholders for the existence, priority or perfection of the Liens and security interests granted hereunder or under any Other Document or in the value of any of the Collateral and shall not be responsible or liable to the Noteholders for any failure to monitor or maintain any portion of the Collateral. Agent makes no representation as to the value, sufficiency or condition of the Collateral or any part thereof, as to the title of the Borrower Note Parties to the Collateral, as to the security afforded by this Agreement or any Loan Other Document, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be responsible for insuring the Collateral, Collateral or for the payment of taxesTaxes, charges, assessments or liens upon the Collateral or otherwise as to Collateral. Agent shall not be responsible for the maintenance of the Collateral, except as expressly provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent shall have no duty to the Lenders Noteholders as to any Collateral in its possession or in the possession of someone under its control or in the possession or control of any Collateral Agent agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords its own similar assets held for the benefit of third parties and the duty to account for monies received by it. Neither the Collateral Agent nor any officer, the Collateral Agent or representative thereof shall be personally liable for any action taken or omitted to be taken by any such Person in connection with this Agreement or any Loan Document except for such Person's own gross negligence or willful misconduct. In no instance shall the Collateral Agent have any liability for special, consequential or indirect damages or penalties (including lost profits) even if it has been advised of the likelihood of the same, except to the extent arising out of its gross negligence or willful misconduct. Permissive rights, authorities and powers granted to the Collateral Agent under this Agreement or any Loan Documents shall not be construed to be mandatory duties to act. The Collateral Agent shall not be under an obligation independently to request or examine insurance coverage with respect to any Collateral. Agent shall not be liable for the acts or omissions of any bank, depositary bank, custodian, independent counsel of any Note Party or any other party selected by Agent with reasonable care or selected by any other party hereto that may hold or possess Collateral or documents related to Collateral and Agent shall not be required to monitor the performance of any such Persons holding Collateral. For the avoidance of doubt, Agent shall not be responsible to the Noteholders for the perfection of any Lien or for the filing, form, content or renewal of any UCC financing statements, fixture filings, mortgages, deeds of trust and such other documents or instruments, provided, however, that if instructed by the Required Noteholders and at the expense of the Issuers, the Agent shall arrange for the filing and continuation of financing statements or other filing or recording documents or instruments for the perfection of security interests in the Collateral; provided, that, the Agent shall not be responsible for the preparation, form, content, sufficiency or adequacy of any such financing statements, all of which shall be provided in writing to the Agent by the Required Noteholders including the jurisdictions and filing offices where the Agent is required to file such financing statements.

Regarding Collateral. (a) The Agent hereby disclaims any representation or warranty to the Lenders concerning and shall have no responsibility to Lenders for the existence, priority or perfection of the Liens and security interests granted hereunder or under any Other Document or in the value of any of the Collateral and shall not be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Agent makes no representation as to the value, sufficiency or condition of the Collateral or any part thereof, as to the title of the Borrower Credit Parties to the Collateral, as to the security afforded by this Agreement or any Loan Other Document, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be responsible for insuring the Collateral, Collateral or for the payment of taxesTaxes, charges, assessments or liens upon the Collateral or otherwise as to Collateral. Agent shall not be responsible for the maintenance of the Collateral, except as expressly provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent shall have no duty to the Lenders as to any Collateral in its possession or in the possession of someone under its control or in the possession or control of any Collateral Agent agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords its own similar assets held for the benefit of third parties and the duty to account for monies received by it. Neither the Collateral Agent nor any officer, the Collateral Agent or representative thereof shall be personally liable for any action taken or omitted to be taken by any such Person in connection with this Agreement or any Loan Document except for such Person's own gross negligence or willful misconduct. In no instance shall the Collateral Agent have any liability for special, consequential or indirect damages or penalties (including lost profits) even if it has been advised of the likelihood of the same, except to the extent arising out of its gross negligence or willful misconduct. Permissive rights, authorities and powers granted to the Collateral Agent under this Agreement or any Loan Documents shall not be construed to be mandatory duties to act. The Collateral Agent shall not be under an obligation independently to request or examine insurance coverage with respect to any Collateral. Agent shall not be liable for the acts or omissions of any bank, depositary bank, custodian, independent counsel of any Credit Party or any other party selected by Agent with reasonable care or selected by any other party hereto that may hold or possess Collateral or documents related to Collateral and Agent shall not be required to monitor the performance of any such Persons holding Collateral. For the avoidance of doubt, Agent shall not be responsible to the Lenders for the perfection of any Lien or for the filing, form, content or renewal of any UCC financing statements, fixture filings, mortgages, deeds of trust and such other documents or instruments, provided, however, that if instructed by the Required Lenders and at the expense of the Borrowers, the Agent shall arrange for the filing and continuation of financing statements or other filing or recording documents or instruments for the perfection of security interests in the Collateral; provided, that, the Agent shall not be responsible for the preparation, form, content, sufficiency or adequacy of any such financing statements, all of which shall be provided in writing to the Agent by the Required Lenders including the jurisdictions and filing offices where the Agent is required to file such financing statements.

Regarding Collateral. (a) The Each Agent hereby disclaims any representation or warranty to the Lenders concerning and shall have no responsibility to Lenders for the existence, priority or perfection of the Liens and security interests granted hereunder or under any other Loan Document or in the value of any of the Collateral and shall not be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Each Agent makes no representation as to the value, sufficiency or condition of the Collateral or any part thereof, as to the title of the Borrower Loan Parties to the Collateral, as to the security afforded by this Agreement or any other Loan Document, and the Collateral . No Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be responsible for insuring the Collateral, Collateral or for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to Collateral. No Agent shall be responsible for the maintenance of the Collateral, except as expressly provided in the immediately following sentence when the Collateral such Agent has possession of the Collateral. The Collateral No Agent shall have no any duty to the Lenders as to any Collateral in its possession or in the possession of someone under its control or in the possession or control of any Collateral Agent agent or nominee of the Collateral such Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords its own similar assets held for the benefit of third parties and the duty to account for monies received by it. Neither the Collateral Agent nor any officer, the Collateral Agent or representative thereof shall be personally liable for any action taken or omitted to be taken by any such Person in connection with this Agreement or any Loan Document except for such Person's own gross negligence or willful misconduct. In no instance shall the Collateral Agent have any liability for special, consequential or indirect damages or penalties (including lost profits) even if it has been advised of the likelihood of the same, except to the extent arising out of its gross negligence or willful misconduct. Permissive rights, authorities and powers granted to the Collateral Agent under this Agreement or any Loan Documents shall not be construed to be mandatory duties to act. The Collateral No Agent shall not be under an obligation independently to request or examine insurance coverage with respect to any Collateral. No Agent shall be liable for the acts or omissions of any bank, depositary bank, custodian, independent counsel of the Borrowers or any other party selected by such Agent with reasonable care or selected by any other party hereto that may hold or possess Collateral or documents related to Collateral and such Agent shall not be required to monitor the performance of any such Persons holding Collateral. For the avoidance of doubt, no Agent shall be responsible to the Lenders for the perfection of any Lien or for the filing, form, content or renewal of any UCC financing statements, fixture filings, mortgages, deeds of trust and such other documents or instruments, provided however that if instructed by the Required Lenders and at the expense of the Borrowers, the Collateral Agent shall arrange for the filing and continuation, of financing statements or other filing or recording documents or instruments for the perfection of security interests in the Collateral; provided, that, the Collateral Agent shall not be responsible for the preparation, form, content, sufficiency or adequacy of any such financing statements all of which shall be provided in writing to the Collateral Agent by the Required Lenders including the jurisdictions and filing offices where the Collateral Agent is required to file such financing statements.