AGENT SHALL
NOT BE LIABLE EXCEPT FOR THE PERFORMANCE OF SUCH DUTIES AND OBLIGATIONS AS ARE
SPECIFICALLY SET OUT IN THIS AGREEMENT.
COLLATERAL AGENT SHALL NOT BE REQUIRED
TO INQUIRE AS TO THE PERFORMANCE OR OBSERVATION OF ANY OBLIGATION, TERM OR
CONDITION UNDER ANY AGREEMENT OR ARRANGEMENT BY THE TRUSTEE, THE ISSUER OR ANY
OTHER PARTY TO THE TRANSACTION DOCUMENTS.
COLLATERAL AGENT SHALL BE UNDER NO
LIABILITY TO ANY PARTY HERETO BY REASON OF ANY FAILURE ON THE PART OF ANY PARTY
HERETO OR ANY MAKER, GUARANTOR, ENDORSER OR OTHER SIGNATORY OF ANY DOCUMENT OR
ANY OTHER PERSON TO PERFORM SUCH PERSON'S OBLIGATIONS UNDER ANY SUCH DOCUMENT.
(C)
COLLATERAL AGENT SHALL NOT BE RESPONSIBLE IN ANY MANNER FOR THE
VALIDITY OR SUFFICIENCY OF THIS AGREEMENT OR OF ANY PLEDGED COLLATERAL DELIVERED
HEREUNDER OR UNDER THE PLEDGED EQUITY AGREEMENTS, OR FOR THE VALUE OR
COLLECTIBILITY OF ANY NOTE, CHECK OR OTHER INSTRUMENT, IF ANY, SO DELIVERED, OR
FOR ANY REPRESENTATIONS MADE OR OBLIGATIONS ASSUMED BY ANY PARTY OTHER THAN
COLLATERAL AGENT. COLLATERAL AGENT SHALL NOT BE BOUND TO EXAMINE OR INQUIRE INTO
OR BE LIABLE FOR ANY DEFECT OR FAILURE IN THE RIGHT OR TITLE OF EACH PLEDGOR TO
ALL OR ANY OF SUCH
18
ASSETS WHETHER SUCH DEFECT OR FAILURE WAS KNOWN TO COLLATERAL AGENT OR MIGHT
HAVE BEEN DISCOVERED UPON EXAMINATION OR INQUIRY AND WHETHER CAPABLE OF REMEDY
OR NOT.
(D)
COLLATERAL AGENT SHALL BE FULLY PROTECTED IN ACTING ON AND RELYING
UPON ANY WRITTEN NOTICE DIRECTION, REQUEST, WAIVER, CONSENT, RECEIPT OR OTHER
PAPER OR DOCUMENT WHICH COLLATERAL AGENT IN GOOD FAITH BELIEVES TO HAVE BEEN
SIGNED AND PRESENTED BY THE PROPER PARTY OR PARTIES.
(E)
COLLATERAL AGENT SHALL NOT BE RESPONSIBLE FOR ANY UNSUITABILITY,
INADEQUACY OR UNFITNESS OF ANY SECURITY INTEREST CREATED HEREUNDER OR PURSUANT
TO ANY OTHER SECURITY DOCUMENT PERTAINING TO THIS MATTER NOR SHALL IT BE
OBLIGATED TO MAKE ANY INVESTIGATION INTO, AND SHALL BE ENTITLED TO ASSUME, THE
ADEQUACY AND FITNESS OF ANY SECURITY INTEREST CREATED HEREUNDER OR PURSUANT TO
ANY OTHER SECURITY DOCUMENT PERTAINING TO THIS MATTER.
(F)
COLLATERAL AGENT SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT,
OR FOR ANY ACT DONE OR STEP TAKEN OR OMITTED BY IT IN GOOD FAITH OR FOR ANY
MISTAKE IN ACT OR LAW, OR FOR ANYTHING WHICH IT MAY DO OR REFRAIN FROM DOING IN
CONNECTION HEREWITH, EXCEPT ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(G)
COLLATERAL AGENT MAY SEEK THE ADVICE, AT THE EXPENSE OF COMPANY,
OF LEGAL COUNSEL IN THE EVENT OF ANY DISPUTE OR QUESTION AS TO THE CONSTRUCTION
OF ANY OF THE PROVISIONS OF THIS AGREEMENT OR ITS DUTIES HEREUNDER, AND IT SHALL
INCUR NO LIABILITY AND SHALL BE FULLY PROTECTED IN RESPECT OF ANY ACTION TAKEN,
OMITTED OR SUFFERED BY IT IN GOOD FAITH IN ACCORDANCE WITH THE ADVICE OR OPINION
OF SUCH COUNSEL.
(H)
COLLATERAL AGENT SHALL NOT BE REQUIRED TO USE OR RISK ITS OWN
FUNDS OR OTHERWISE INCUR ANY LIABILITY IN THE PERFORMANCE OF ITS OBLIGATIONS