Common use of Certain Rights and Duties of the Collateral Agent Clause in Contracts

Certain Rights and Duties of the Collateral Agent. (a) Without prejudice to Section 5.3 but subject to Section 13.4(a)(vi), the Collateral Agent shall take such steps as may be instructed in writing by the Majority Secured Parties from time to time with respect to the Collateral in accordance with the Security Agreement; provided that: (i) the Collateral Agent shall not be required to take any action that it reasonably considers to be contrary to Applicable Law or the Loan Documents or that it believes would subject it to personal liability and (ii) with respect to any portion of the Collateral that applies only to one Facility, such as the Collection Subaccount, the Collateral Account and the rights under the Export Agreements (each of which only apply to the obligations to the Bank Facility Secured Parties under the Loan Documents), the Collateral Agent shall act upon the instructions of the applicable Secured Parties in the manner provided in the documents for such Facility. (b) The Collateral Agent shall not be liable for any action taken or omitted by it with respect to the Collateral on the instructions of the Majority Secured Parties (subject to clause (a)(ii) and Section 13.4(a)(vi)), and the Collateral Agent shall not have any duty or responsibility to ascertain whether any such instructions are consistent with this Agreement or the other Loan Documents. The Collateral Agent may conclusively rely and (subject to clause (a)(ii) and Section 13.4(a)(vi)) shall be fully protected in acting or refraining from acting upon any document that it believes to be genuine and to have been signed or presented by or on behalf of the Majority Secured Parties. Without limiting any other provision of this Agreement, neither Agent shall have any responsibility or liability with respect to the perfection or priority of any security interest created by this Agreement, the Security Agreement or any other Loan Document. Neither Agent makes any representation or warranty as to the value or condition of the Collateral, or any part thereof, as to the title of the Borrower or any other Person thereto or as to the validity, execution, enforceability, legality or sufficiency of this Agreement, the other Loan Documents or the obligations secured by the Collateral, and neither Agent shall incur any liability or responsibility in respect of any such matters.

Certain Rights and Duties of the Collateral Agent. (a) Without prejudice to Section 5.3 but subject to Section 13.4(a)(vi), the Collateral Agent shall take such steps as may be instructed in writing by the Majority Secured Parties from time to time with respect to the Collateral in accordance with the Security Agreement; provided that: (i) that the Collateral Agent shall not be required to take any action that it reasonably considers to be contrary to Applicable Law or the Loan Documents or that it believes would subject it to personal liability and (ii) with respect to any portion of the Collateral that applies only to one Facility, such as the Collection Subaccount, the Collateral Account and the rights under the Export Agreements (each of which only apply to the obligations to the Bank Facility Secured Parties under the Loan Documents), the Collateral Agent shall act upon the instructions of the applicable Secured Parties in the manner provided in the documents for such Facilityliability. (b) The Collateral Agent shall not be liable for any action taken or omitted by it with respect to the Collateral on the instructions of the Majority Secured Parties (subject to clause (a)(ii) and Section 13.4(a)(vi)), and the Collateral Agent shall not have any duty or responsibility to ascertain whether any such instructions are consistent with this Agreement or the other Loan Documents. The Collateral Agent may conclusively rely and (subject to clause (a)(ii) and Section 13.4(a)(vi)) shall be fully protected in acting or Credit Agreement 29 refraining from acting upon any document that it believes to be genuine and to have been signed or presented by or on behalf of the Majority Secured Parties. Without limiting any other provision of this Agreement, neither Agent shall have any responsibility or liability with respect to the perfection or priority of any security interest created by this Agreement, the Security Agreement or any other Loan Document. Neither Agent makes any representation or warranty as to the value or condition of the Collateral, or any part thereof, as to the title of the Borrower Newark or any other Person thereto or as to the validity, execution, enforceability, legality or sufficiency of this Agreement, the other Loan Documents or the obligations secured by the Collateral, and neither Agent shall incur any liability or responsibility in respect of any such matters.

Certain Rights and Duties of the Collateral Agent. (a) Without prejudice to Section 5.3 but subject to Section 13.4(a)(vi), the Collateral Agent shall take such steps as may be instructed in writing by the Majority Secured Parties from time to time with respect to the Collateral in accordance with the Security Agreement; provided that: (i) that the Collateral Agent shall not be required to take any action that it reasonably considers to be contrary to Applicable Law or the Loan Documents or that it believes would subject it to personal liability and (ii) with respect to any portion of the Collateral that applies only to one Facility, such as the Collection Subaccount, the Collateral Account and the rights under the Export Agreements (each of which only apply to the obligations to the Bank Facility Secured Parties under the Loan Documents), the Collateral Agent shall act upon the instructions of the applicable Secured Parties in the manner provided in the documents for such Facilityliability. (b) The Collateral Agent shall not be liable for any action taken or omitted by it with respect to the Collateral on the instructions of the Majority Secured Parties (subject to clause (a)(ii) and Section 13.4(a)(vi)), and the Collateral Agent shall not have any duty or responsibility to ascertain whether any such instructions are consistent with this Agreement or the other Loan Documents. The Collateral Agent may conclusively rely and (subject to clause (a)(ii) and Section 13.4(a)(vi)) shall be fully protected in acting or refraining from acting upon any document that it believes to be genuine and to have been signed or presented by or on behalf of the Majority Secured Parties. Without limiting any other provision of this Agreement, neither Agent shall have any responsibility or liability with respect to the perfection or priority of any security interest created by this Agreement, the Security Agreement or any other Loan Document. Neither Agent makes any representation or warranty as to the value or condition of the Collateral, or any part thereof, as to the title of the Borrower Newark or any other Person thereto or as to the validity, execution, enforceability, legality or sufficiency of this Agreement, the other Loan Documents or the obligations secured by the Collateral, and neither Agent shall incur any liability or responsibility in respect of any such matters.

Certain Rights and Duties of the Collateral Agent. (a) Without prejudice to Section 5.3 but subject to Section 13.4(a)(viSections 5.4 and 5.5(b), the Collateral Agent shall take such steps as may be instructed in writing by the Majority Secured Parties Administrative Agent from time to time with respect to the Collateral in accordance with the Security AgreementRights; provided that: (i) that the Collateral Agent shall not be required to take any action that it reasonably considers to be contrary to Applicable Law or the Loan Documents to which it is a party or that it believes would subject it to personal liability and (ii) with respect to any portion of the Collateral that applies only to one Facility, such as the Collection Subaccount, the Collateral Account and the rights under the Export Agreements (each of which only apply to the obligations to the Bank Facility Secured Parties under the Loan Documents), the Collateral Agent shall act upon the instructions of the applicable Secured Parties in the manner provided in the documents for such Facilityliability. (b) The Collateral Agent shall not be liable for any action taken or omitted by it with respect to the Collateral Rights on the instructions of the Majority Secured Parties (subject to clause (a)(ii) Administrative Agent. The Collateral Agent shall follow the written requests, instructions and Section 13.4(a)(vi))directions of the Administrative Agent or the Borrower, and shall disregard any request, instruction or direction from any other Person. In the event the Collateral Agent receives any request, instruction or direction from any Person other than the Administrative Agent which conflicts with a request, instruction or direction from the Administrative Agent, the Collateral Agent shall proceed in accordance with the request, instruction or direction from the Administrative Agent, and the Collateral Agent shall not have any duty or responsibility to ascertain whether any such instructions are consistent with this Agreement or the other Loan Documents. The Collateral Agent may conclusively rely and (subject to clause (a)(ii) and Section 13.4(a)(vi)) shall be fully protected in acting or refraining from acting upon any document that it believes to be genuine and to have been signed or presented by or on behalf of the Majority Secured Partiesproper party. Without limiting any other provision of this Agreement, neither Agent shall have any responsibility or liability with respect to the perfection or priority of any security interest created by this Agreement, the Security Agreement or any other Loan Document. Neither Agent makes any representation or warranty as to the value or condition of the CollateralRights, or any part thereof, as to the title of the Borrower either Obligor or any other Person thereto or as to the validity, execution, enforceability, legality or sufficiency of this Agreement, or the other Loan Documents or the obligations secured by the CollateralDocuments, and neither Agent shall incur any liability or responsibility in respect of any such matters.