MANAGER SHALL HAVE BEEN OFFERED (IN ITS JUDGMENT) REASONABLE
SECURITY, INDEMNITY OR OTHER PROVISION AGAINST THE COST, EXPENSES AND
LIABILITIES THAT MIGHT BE INCURRED IN CONNECTION THEREWITH, BUT, IN ANY EVENT,
SHALL NOT BE REQUIRED TO MAKE ANY ADMISSION OR TO TAKE ANY ACTION AGAINST THE
COLLATERAL MANAGER'S OWN INTERESTS OR THE INTERESTS OF OTHER FUNDS AND ACCOUNTS
ADVISED BY THE COLLATERAL MANAGER.
(I)
IF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 12(A), (B) OR
(C) HEREOF, SUCH TERMINATION SHALL BE WITHOUT ANY FURTHER LIABILITY OR
OBLIGATION OF THE ISSUER OR THE COLLATERAL MANAGER TO THE OTHER, EXCEPT AS
PROVIDED IN SECTIONS 6, 7, 12 AND 13 AND THE LAST SENTENCE OF SECTION 10 HEREOF.
(J)
UPON EXPIRATION OF THE APPLICABLE NOTICE PERIOD WITH RESPECT TO
TERMINATION SPECIFIED IN SECTION 12(D) HEREOF, ALL AUTHORITY AND POWER OF THE
COLLATERAL MANAGER UNDER THIS AGREEMENT AND THE INDENTURE, WHETHER WITH RESPECT
TO THE ASSETS OR OTHERWISE, SHALL AUTOMATICALLY AND WITHOUT FURTHER ACTION BY
ANY PERSON OR ENTITY PASS TO AND BE VESTED IN THE REPLACEMENT MANAGER.
13.
LIABILITY OF COLLATERAL MANAGER.
(A)
THE COLLATERAL MANAGER
ASSUMES NO RESPONSIBILITY UNDER THIS AGREEMENT OTHER THAN TO RENDER THE SERVICES
CALLED FOR FROM THE COLLATERAL MANAGER HEREUNDER AND UNDER THE INDENTURE IN THE
MANNER PRESCRIBED HEREIN AND THEREIN.
THE COLLATERAL MANAGER AND ITS
AFFILIATES, AND EACH OF THEIR RESPECTIVE PARTNERS, SHAREHOLDERS, MEMBERS,
MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ACCOUNTANTS AND ATTORNEYS
SHALL HAVE NO LIABILITY TO THE NOTEHOLDERS, THE HOLDERS OF THE PREFERRED SHARES,
THE TRUSTEE, THE ISSUER, THE CO-ISSUER, ANY HEDGE COUNTERPARTY, THE INITIAL
PURCHASER, OR ANY OF THEIR RESPECTIVE AFFILIATES, PARTNERS, SHAREHOLDERS,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ACCOUNTANTS AND ATTORNEYS, OR ANY OTHER
PERSON, FOR ANY ERROR OF JUDGMENT, MISTAKE OF LAW, OR FOR ANY CLAIM, LOSS,
LIABILITY, DAMAGE, SETTLEMENT, COSTS, OR OTHER EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND COURT COSTS) OF ANY NATURE WHATSOEVER (COLLECTIVELY
"LIABILITIES") THAT ARISE OUT OF OR IN CONNECTION WITH ANY ACT OR OMISSIONS OF
THE COLLATERAL MANAGER IN THE PERFORMANCE OF ITS DUTIES UNDER THIS AGREEMENT OR
THE INDENTURE OR FOR ANY DECREASE IN THE VALUE OF THE COLLATERAL DEBT SECURITIES
OR ELIGIBLE INVESTMENTS, EXCEPT (I) BY REASON OF ACTS OR OMISSIONS CONSTITUTING
BAD FAITH, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE IN THE PERFORMANCE OF, OR
RECKLESS DISREGARD OF, THE DUTIES OF THE COLLATERAL MANAGER HEREUNDER AND UNDER
THE TERMS OF THE INDENTURE AND (II) WITH RESPECT TO THE INFORMATION CONCERNING
THE COLLATERAL MANAGER UNDER THE HEADINGS "SUMMARY - THE COLLATERAL MANAGER" AND
"THE COLLATERAL MANAGER" IN THE OFFERING MEMORANDUM CONTAINING ANY UNTRUE
STATEMENT OF MATERIAL FACT OR OMITTING TO STATE A MATERIAL FACT NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING.
THE ISSUER AGREES THAT THE COLLATERAL MANAGER
SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE
DAMAGES HEREUNDER.
THE ACTS, FAILURE TO ACT OR
20
BREACHES DESCRIBED IN THIS CLAUSE (A) ARE COLLECTIVELY REFERRED TO FOR PURPOSES
OF THIS SECTION 13 AS "COLLATERAL MANAGER BREACHES."