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 SECTIONS 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, (I) EXCEPT BY REASON OF ACTS OR
OMISSIONS CONSTITUTING BAD FAITH, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE IN THE
PERFORMANCE OF, OR RECKLESS DISREGARD OF, THE
19
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 HEADING "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 BREACHES DESCRIBED IN
THIS CLAUSE (A) ARE COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION 13 AS
"COLLATERAL MANAGER BREACHES."
(B)
THE COLLATERAL MANAGER SHALL INDEMNIFY,
DEFEND AND HOLD HARMLESS THE ISSUER AND EACH OF ITS