Limitations on Duties of Collateral Agent. (i) The Collateral Agent shall be obliged to perform such duties and only such duties as are specifically set forth in this Agreement, the Intercreditor Agreement or in any Security Document, and no implied covenants or obligations shall be read into this Agreement, the Intercreditor Agreement or any Security Document against the Collateral Agent and the Collateral Agent shall not be liable with respect to any action taken or omitted by it in accordance with the direction of the Applicable Authorized Representative pursuant to Section 3(h). Notwithstanding anything contained herein to the contrary, the Collateral Agent shall not be deemed to have a fiduciary relationship with any of the Grantors or noteholders.
Limitations on Duties of Collateral Agent. (a) The Collateral Agent shall be obligated to perform such duties and only such duties as are specifically set forth in this Agreement and the Security Documents, and no implied covenants or obligations shall be read into this Agreement or any Security Document against the Collateral Agent. By acceptance of the benefits under this Agreement and the Security Documents, the holders of External Sharing Debt shall be deemed to have agreed that they shall not be entitled to, and shall not, (i) direct the actions of the Collateral Agent hereunder or under any Security Document (except as provided in the last sentence of Section 5.4(b)), (ii) except as set forth in Section 6.3, have the right to consent to any amendment, supplement, waiver or other modification to this Agreement or any Security Document or to any release of Collateral or Guarantees, (iii) take any action, or commence any legal proceeding seeking, to require, compel or cause the Collateral Agent to enforce any of the provisions of this Agreement or any Security Document against any Grantor or to exercise any remedy hereunder or thereunder, (iv) take any action, or commence any legal proceeding seeking, to prevent or enjoin the Collateral Agent from taking any action (including, without limitation, the enforcement of any provisions of this Agreement or any Security Document against any Grantor, the exercise of any remedy hereunder or thereunder, the release of any Security Document, the release of any Collateral or Guarantees, the consent to any amendment or modification of this Agreement or any Security Document or the grant of any waiver hereunder or thereunder), or refraining from taking any such action, in accordance with this Agreement or any Security Document, as the case may be, or (v) otherwise take any action, or commence any legal proceeding seeking, to delay, hinder or otherwise impair the Collateral Agent in taking any such action in accordance with this Agreement or any Security Document. By acceptance of the benefits under this Agreement and the Security Documents, the holders of External Sharing Debt, as Secured Parties, will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Banks and the Grantors to permit such Persons to be Secured Parties under this Agreement and under the Security Documents and are being relied upon by the Banks and the Grantors as consideration therefor.
Limitations on Duties of Collateral Agent. (a) The Collateral Agent shall be obligated to perform such duties and only such duties as are specifically set forth in this Agreement, or any other Note Document, and no implied covenants or obligations shall be read into this Agreement or any other Note Document against the Collateral Agent. If and so long as an Event of Default has occurred and is continuing, the Collateral Agent may exercise the rights and powers vested in the Collateral Agent by this Agreement or any other Note Document. The Collateral Agent shall not be liable with respect to any action taken or omitted to be taken.
Limitations on Duties of Collateral Agent. (a) The Collateral Agent shall be obligated to perform such duties and only such duties as are specifically set forth in this Agreement and the other Security Documents. Without limiting the generality of the foregoing, the Collateral Agent (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default under the Revolving Credit Agreement or an Event of Default has occurred and is continuing, and (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Loan Document that the Collateral Agent is instructed in writing to exercise in accordance with the First Lien Intercreditor Agreement.
Limitations on Duties of Collateral Agent. (a) Unless a Notice of Acceleration is in effect, the Collateral Agent shall be obligated to perform such duties and only such duties as are specifically set forth in this Collateral Agency Agreement and the Security Agreement, and no implied covenants or obligations shall be read into this Collateral Agency Agreement or the Security Agreement against the Collateral Agent. If and so long as a Notice of Acceleration is in effect, the Collateral Agent shall, subject to the provisions of subsection 2.5(b), exercise the rights and powers vested in it by this Collateral Agency Agreement and the Security Documents, and shall not be liable with respect to any action taken by it, or omitted to be taken by it in accordance with the direction of the Required Secured Parties.
Limitations on Duties of Collateral Agent. (a) The Collateral Agent shall be obligated to perform such duties and only such duties as are specifically set forth in this Agreement and the other Security Documents. Without limiting the generality of the foregoing, the Collateral Agent (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default under either Credit Agreement has occurred and is continuing, and (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Loan Document that the Collateral Agent is instructed in writing to exercise by both the Revolving Required Lenders (or such number of Revolving Lenders or percentage of the Revolving Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Revolving Credit Agreement) and the Term Loan Required Lenders (or such number of Term Loan Lenders or percentage of the Term Loan Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Term Loan Agreement).
Limitations on Duties of Collateral Agent. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in the Agreement. Neither the Collateral Agent nor any of its partners, members, shareholders, officers, directors, employees or agents shall be liable for any action taken or omitted by it as such under the Agreement or hereunder or in connection herewith or therewith, be responsible for the consequence of any oversight or error of judgment or answerable for any loss, unless caused solely by its or their gross negligence or willful misconduct as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction. The duties of the Collateral Agent shall be mechanical and administrative in nature; the Collateral Agent shall not have by reason of the Agreement or any other Transaction Document a fiduciary relationship in respect of any Borrower or Lender; and nothing in the Agreement or any other Transaction Document, expressed or implied, is intended to or shall be so construed as to impose upon the Collateral Agent any obligations in respect of the Agreement or any other Transaction Document except as expressly set forth herein and therein.
Limitations on Duties of Collateral Agent. (a) The Collateral Agent shall be obligated to perform such duties and only such duties as are specifically set forth in this Agreement and the other Security Documents, and no implied covenants or obligations shall be read into this Agreement or any other Security Document against the Collateral Agent. Beyond its duties as to the custody thereof expressly provided herein or in any other Security Document and to account to the Applicable Secured Parties and the Grantors for moneys and other property received by it hereunder or under any other Security Document, the Collateral Agent shall not have any duty to the Grantors or to the Secured Parties as to any Shared Property or Non-Shared Property in its possession or control or in the possession or control of any of its agents or nominees, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.
Limitations on Duties of Collateral Agent. (a) The ----------------------------------------- Collateral Agent shall not be obligated to take any action, or refrain from taking any action, under or in respect of any Security Document except for the performance of such duties as are specifically required hereby and except as may be requested from time to time in writing by one or more Secured Parties' Representatives acting on behalf of the Required Secured Parties or such other combination of Secured Parties as may be specified in any applicable provision of this Agreement. If an Event of Default exists and if the Collateral Agent shall have actual knowledge thereof, the Collateral Agent will exercise such rights, powers and remedies (whether vested by any Security Document or by statute or by law or otherwise) for the protection and enforcement of the Collateral Agent's rights under and in respect of the Security Documents as, in the absence of a Notice of Action, it may determine to be in the best interest of the Secured Parties, or as may be directed in writing pursuant to a Notice of Action, and shall use the same degree of care and skill in such exercise as a prudent man would use under the circumstances in the conduct of his own affairs.
Limitations on Duties of Collateral Agent. The Collateral Agent shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Requisite Lenders pursuant to Section 2. Except as herein otherwise expressly provided, the Collateral Agent shall not be under any obligation to take any action which is discretionary with the Collateral Agent under the provisions hereof except upon the written request of the Requisite Lenders pursuant to Section 2. The Collateral Agent shall make available for inspection and copying by any Secured Party each certificate or other paper furnished to the Collateral Agent by any Credit Party under or in respect of this Agreement or any Shared Collateral Document.
