GIVE EFFECT TO THE PROVISIONS OF THIS AGREEMENT.
THE COLLATERAL AGENT SHALL
BE ENTITLED TO CONCLUSIVELY RELY ON ANY SUCH INSTRUMENTS, DOCUMENTS OR
INFORMATION BELIEVED BY IT IN GOOD FAITH TO BE GENUINE AND DULY AUTHORIZED.
11.4
EXCULPATORY PROVISIONS.
(A)
THE COLLATERAL AGENT SHALL NOT BE RESPONSIBLE IN ANY MANNER
WHATSOEVER FOR THE CORRECTNESS OF ANY RECITALS, STATEMENTS, REPRESENTATIONS OR
WARRANTIES CONTAINED HEREIN OR IN THE MORTGAGES OR IN ANY OTHER SECURITY
DOCUMENT. THE COLLATERAL AGENT MAKES NO REPRESENTATIONS AS TO THE VALUE OR
CONDITION OF THE COLLATERAL OR ASSETS OR ANY PART THEREOF, OR AS TO THE TITLE OF
THE RESPECTIVE ASSIGNORS THERETO OR AS TO THE SECURITY AFFORDED BY THE MORTGAGES
OR THIS AGREEMENT, OR AS TO THE VALIDITY, EXECUTION (EXCEPT ITS OWN EXECUTION),
ENFORCEABILITY, LEGALITY OR SUFFICIENCY OF THIS AGREEMENT, ANY MORTGAGE OR OF
THE SECURED OBLIGATIONS, 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 ASSETS OR COLLATERAL OR FOR THE PAYMENT OF
TAXES, CHARGES, ASSESSMENTS OR LIENS UPON THE ASSETS OR COLLATERAL OR OTHERWISE
AS TO THE MAINTENANCE OF THE ASSETS OR COLLATERAL, EXCEPT THAT (I) IN THE EVENT
THE COLLATERAL AGENT ENTERS INTO POSSESSION OF A PART OR ALL OF THE ASSETS OR
COLLATERAL, THE COLLATERAL AGENT SHALL PRESERVE THE PART IN ITS POSSESSION AND
(II) THE COLLATERAL AGENT WILL PROMPTLY, AND AT ITS OWN EXPENSE, TAKE SUCH
ACTION AS MAY BE NECESSARY TO DULY REMOVE AND DISCHARGE (BY BONDING OR
OTHERWISE) ANY LIEN ON ANY PART OF THE COLLATERAL RESULTING FROM CLAIMS AGAINST
IT (WHETHER INDIVIDUALLY OR AS COLLATERAL AGENT, AS THE CASE MAY BE) NOT RELATED
TO THE ADMINISTRATION OF THE COLLATERAL OR (IF SO RELATED) RESULTING FROM
NEGLIGENCE OR WILLFUL MISCONDUCT ON ITS PART.
(B)
THE COLLATERAL AGENT SHALL NOT BE REQUIRED TO ASCERTAIN OR INQUIRE
AS TO THE PERFORMANCE BY ANY ASSIGNOR OF ANY OF THE COVENANTS OR AGREEMENTS
CONTAINED HEREIN, IN ANY MORTGAGE OR IN ANY DEBT INSTRUMENT.
WHENEVER IT IS
NECESSARY, OR IN THE OPINION OF THE COLLATERAL AGENT ADVISABLE, FOR THE
COLLATERAL AGENT TO ASCERTAIN THE AMOUNT OF, OR WHETHER THE TERM "FULLY PAID"
APPLIES TO, ANY SECURED OBLIGATIONS, THE COLLATERAL AGENT MAY RELY ON A
CERTIFICATE OF THE RESPECTIVE SECURED PARTY OR REPRESENTATIVE WITH RESPECT
THERETO.
EACH SECURED PARTY AND EACH REPRESENTATIVE AGREES TO PROVIDE ANY SUCH
CERTIFICATE SO REQUESTED BY THE COLLATERAL AGENT, TO THE EXTENT SUCH INFORMATION
IS CONTAINED ON THE BOOKS AND RECORDS OF THE PARTY REQUESTED TO DELIVER SUCH
CERTIFICATE, AND TO NOTIFY THE COLLATERAL AGENT WHEN THOSE SECURED OBLIGATIONS
OWED TO IT ARE FULLY PAID.
29
(C)
BEYOND ITS DUTIES SET FORTH IN THIS AGREEMENT AND AS MAY BE
REQUIRED BY LAW AS TO THE CUSTODY OF THE ASSETS OR COLLATERAL AND THE ACCOUNTING
TO EACH ASSIGNOR AND THE SECURED PARTIES FOR MONEYS RECEIVED BY IT HEREUNDER,
THE COLLATERAL AGENT SHALL HAVE NO DUTY TO ANY ASSIGNOR OR TO THE SECURED
PARTIES AS