Common use of Action by Collateral Agent Clause in Contracts

Action by Collateral Agent. The Collateral Agent shall not have any duties or obligations except those expressly set forth herein and the other Credit Documents. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Collateral Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 7.1), and (c) except as expressly set forth herein, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Pledgors, the Borrower or any of its subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 7.1) or otherwise, in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agent by the Borrower, any Administrative Agent or a Lender, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered under or in connection with this Agreement or any other Credit Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Credit Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Credit Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any other Credit Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent.

Action by Collateral Agent. The Collateral Agent shall not have any duties or obligations except those expressly set forth herein and the other Credit Documentsherein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Collateral Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 7.1), and (c) except as expressly set forth herein, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Pledgors, the Borrower or any of its subsidiaries Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 7.1) or otherwise, in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower, any Administrative Agent or a Lenderanother Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Loan Document, (ii) the contents of any certificate, report or other document delivered under or in connection with this Agreement or any other Credit Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Credit Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Credit Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any other Credit Loan Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent.

Action by Collateral Agent. The Collateral Agent shall not have In taking any action on behalf of the Purchasers and exercising such powers and performing such duties or obligations except those expressly set forth herein under this Agreement and the other Credit Documents. Without limiting the generality of the foregoing, (a) Collateral Documents as are granted to the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred hereunder and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powersthereunder, except discretionary rights and powers expressly contemplated hereby that to the Collateral Agent is required to exercise extent otherwise provided under herein or in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 7.1), and (c) except as expressly set forth hereinDocuments, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Pledgors, the Borrower or any of its subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates act in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it each case in accordance with the consent or at the request instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 7.1) or otherwisePurchasers; provided, in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge of however, that, notwithstanding any Default unless and until written notice thereof is given provision to the Collateral Agent by the Borrower, any Administrative Agent or a Lender, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered under or in connection with this Agreement or any other Credit Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth contrary herein or in any other Credit Document, without the consent of all Purchasers, the Collateral Agent shall not, and may not be directed to, release any of the Collateral or terminate any Collateral Document, except in connection with a sale or other disposition of Collateral as contemplated by or permitted under the Securities Purchase Agreement or any Collateral Document (including as a result of a exercise of any rights or remedies in respect of any Collateral), as otherwise contemplated or permitted hereunder or under the Collateral Documents or as contemplated by this subsection (b). The Purchasers irrevocably authorize the Collateral Agent (i) to release any Lien on any property granted to or held by the Collateral Agent under any Collateral Document (A) upon the payment in full of all Obligations (other than contingent indemnification obligations), (B) that is sold or to be sold as part of or in connection with any such sale or disposition of Collateral contemplated by or permitted under this Agreement or under any other Collateral Document, (ivC) if approved, authorized or ratified in writing by the validity, enforceability, effectiveness or genuineness of this Agreement, the other Credit Documents or any other agreement, instrument or documentPurchasers, or (vD) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction; and (ii) to subordinate any Lien on any Collateral to the satisfaction holder of any condition set forth senior Lien on such property that is permitted by the Securities Purchase Agreement or the Debentures. Upon request by the Collateral Agent at any time, the Purchasers will confirm in any other Credit Document, other than to confirm receipt of items expressly required to be delivered to writing the Collateral Agent's authority to release or subordinate its interest in particular types or items of Collateral.

Action by Collateral Agent. The Collateral Agent shall not have no duty to take any duties discretionary or obligations except those expressly set forth herein and permissive action or exercise any discretionary or permissive powers. In the event that any provision of this Agreement or any other Credit Documents. Without limiting Transaction Document implies or requires that action or forbearance from action be taken by a party but is silent as to which party has the generality of duty to act or refrain from acting, the foregoing, (a) parties hereto agree that the Collateral Agent shall not be subject the party required to take the action or refrain from acting. In all cases, the Collateral Agent shall be fully justified in failing or refusing to act hereunder unless it shall %3. receive reasonable, written instructions from (i) the holders of a majority in interest of the Class A Partnership Units, (collectively, such Persons the “Directing Secured Parties”), or (ii) all the Secured Parties, as applicable, in each case, together with a certificate from the General Partner certifying, as applicable, as to the holdings of the Class A Partnership Units or the identity of each Secured Party and specifying the action to be taken and %3. be indemnified to its satisfaction by the Secured Parties against any fiduciary and all liability and expenses (including, without limitation, counsel fees and expenses) which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Collateral Agent shall be binding on all of the Secured Parties. Each party hereto (other implied dutiesthan the Collateral Agent) hereby agrees to cause the General Partner to confirm in writing to Collateral Agent, regardless promptly upon the request of whether a Collateral Agent and promptly following any transfer or new issuance of any Partnership Units, the identity of, contact information for, and, if applicable, the Percentage Interest, of each Secured Party, upon which confirmation the Collateral Agent may conclusively rely without investigation. If an Event of Default has occurred and is continuing, (b) then the Collateral Agent shall not have any duty take such action with respect to take any discretionary action or exercise any discretionary powerssuch Event of Default as shall be directed by the Directing Secured Parties in the written instructions (with indemnities) described in this Section 9.4, except discretionary rights provided that, unless and powers expressly contemplated hereby that until the Collateral Agent is required to exercise in writing as directed by the Required Lenders (or shall have received such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 7.1), and (c) except as expressly set forth hereindirections, the Collateral Agent shall not have any duty to disclose, and may (but shall not be liable for obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable in the failure best interests of the Secured Parties. In no event, however, shall the Collateral Agent be required to disclosetake any action if it shall have reasonably determined, any information relating or shall have been advised by its counsel, that such action is likely to result in liability on the Pledgors, part of the Borrower or any of its subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacitywhich is contrary to this Pledge Agreement, the Transaction Documents or applicable law. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (Directing Secured Parties or such the Secured Parties. Notwithstanding anything to the contrary herein, the Collateral Agent shall not be liable for any action taken or not taken by it hereunder or under any other number document or percentage of the Lenders as shall be necessary under the circumstances as instrument referred to or provided for herein or therein or in Section 7.1) connection herewith or otherwisetherewith including its own ordinary negligence, in the absence of except for its own gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge misconduct as determined by a court of any Default unless competent jurisdiction by a final and until written notice thereof is given to the Collateral Agent by the Borrower, any Administrative Agent or a Lender, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered under or in connection with this Agreement or any other Credit Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Credit Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Credit Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any other Credit Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agentnon-appealable judgment.

Action by Collateral Agent. The Collateral Agent shall not have any duties or obligations except those expressly (i) Notwithstanding anything to the contrary set forth herein and the other Credit Documents. Without limiting the generality of the foregoingherein, (a) the Collateral Agent shall not (A) be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Collateral Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 7.1), and (cB) except as expressly set forth herein, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Pledgors, the Borrower any Obligor or any of its subsidiaries Subsidiary that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 7.1) or otherwise, in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower, any Administrative Agent or a Lenderanother Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i1) any statement, warranty or representation made in or in connection with this Agreement or Agreement, any other Credit DocumentDocument or the Indenture, (ii2) the contents of any certificate, report or other document delivered under or in connection with this Agreement or Agreement, any other Credit DocumentDocument or the Indenture, (iii3) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in this Agreement, any other Credit Document, the Indenture or the occurrence of any Default or Event of Default, (iv4) the validity, enforceability, effectiveness or genuineness of this Agreement, the any other Credit Documents Document, the Indenture or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v5) the value or the sufficiency of any Collateral, or (6) the satisfaction of any condition set forth in this Agreement, any other Credit DocumentDocument or the Indenture, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent.

Action by Collateral Agent. (a) The Collateral Agent shall not have any duties or obligations except those expressly set forth herein and the other Credit Documentsherein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Collateral Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 7.1)Applicable Authorized Representative pursuant to this Agreement, and (c) except as expressly set forth herein, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Pledgors, the Borrower or any of its subsidiaries Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 7.1) Applicable Authorized Representative or otherwise, in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower, any Administrative Agent or a LenderSecured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Lien Document, (ii) the contents of any certificate, report or other document delivered under or in connection with this Agreement or any other Credit Lien Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Credit Lien Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Credit Lien Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any other Credit Lien Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent.