Common use of Collateral Agent Role Clause in Contracts

Collateral Agent Role. Notwithstanding anything herein to the contrary, the First Lien Collateral Agents duties under this Agreement are administrative only and it shall not be required under any circumstances to exercise discretion in the performance of its duties hereunder but shall be required to act or to refrain from acting upon instructions from the First Lien Required Holders and shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with such instructions or pending instructions. Notwithstanding anything herein to the contrary, the Second Lien Collateral Agents duties under this Agreement are administrative only and it shall not be required under any circumstances to exercise discretion in the performance of its duties hereunder but shall be required to act or to refrain from acting upon instructions from the Second Lien Required Holders and shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with such instructions or pending instructions. Notwithstanding anything herein to the contrary, the Third Lien Collateral Agents duties under this Agreement are administrative only and it shall not be required under any circumstances to exercise discretion in the performance of its duties under but shall be required to act or to refrain from acting upon instructions from the Third Lien Required Holders and shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with such instructions or pending instructions. The Secured Parties understand and agree that the Collateral Agents hereunder are not administering any of the Purchase Agreements and with respect to the Discharge of First Lien Obligations or the Discharge of Second Lien Obligations or with respect to any other matter contained herein cannot represent and warrant or otherwise attest to the performance of any parties of any obligations contained therein. Each Secured Party hereunder hereby (i) acknowledges that BONY is acting hereunder in multiple capacities and for multiple parties and (ii) waives any conflict of interest, now contemplated or hereafter arising, in connection therewith and agrees not to assert against BONY any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Collateral Agent Role. Notwithstanding anything herein to the contrary, the First Lien Collateral Agents Agent’s duties under this Agreement are administrative only and it shall not be required under any circumstances to exercise discretion in the performance of its duties hereunder but shall be required to act or to refrain from acting upon instructions from the First Lien Required Holders and shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with such instructions or pending instructions. Notwithstanding anything herein to the contrary, the Second Lien Collateral Agents Agent’s duties under this Agreement are administrative only and it shall not be required under any circumstances to exercise discretion in the performance of its duties hereunder but shall be required to act or to refrain from acting upon instructions from the Second Lien Required Holders and shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with such instructions or pending instructions. Notwithstanding anything herein to the contrary, the Third Lien Collateral Agents Agent’s duties under this Agreement are administrative only and it shall not be required under any circumstances to exercise discretion in the performance of its duties under but shall be required to act or to refrain from acting upon instructions from the Third Lien Required Holders and shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with such instructions or pending instructions. The Secured Parties understand and agree that the Collateral Agents hereunder are not administering any of the Purchase Agreements and with respect to the Discharge of First Lien Obligations or the Discharge of Second Lien Obligations or with respect to any other matter contained herein cannot represent and warrant or otherwise attest to the performance of any parties of any obligations contained therein. Each Secured Party hereunder hereby (i) acknowledges that BONY is acting hereunder in multiple capacities and for multiple parties and (ii) waives any conflict of interest, now contemplated or hereafter arising, in connection therewith and agrees not to assert against BONY any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Collateral Agent Role. Notwithstanding anything herein to the contrary, the First Lien Collateral Agents Agent’s duties under this Agreement are administrative only and it shall not be required under any circumstances to exercise discretion in the performance of its duties hereunder but shall be required to act or to refrain from acting upon instructions from the First Lien Required Holders and shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with such instructions or pending instructions. Notwithstanding anything herein to the contrary, the Second Lien Collateral Agents Agent’s duties under this Agreement are administrative only and it shall not be required under any circumstances to exercise discretion in the performance of its duties hereunder but shall be required to act or to refrain from acting upon instructions from the Second Lien Required Holders and shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with such instructions or pending instructions. Notwithstanding anything herein to the contrary, the Third Lien Collateral Agents Agent’s duties under this Agreement are administrative only and it shall not be required under any circumstances to exercise discretion in the performance of its duties under but shall be required to act or to refrain from acting upon instructions from the Third Lien Required Holders and shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with such instructions or pending instructions. The Secured Parties understand and agree that the Collateral Agents hereunder are not administering any of the Purchase Agreements and with respect to the Discharge of First Lien Obligations or the Discharge of Second Lien Obligations or with respect to any other matter contained herein cannot represent and warrant or otherwise attest to the performance of any parties of any obligations contained therein. Each Secured Party hereunder hereby (i) acknowledges that BONY is acting hereunder in multiple capacities and for multiple parties and (ii) waives any conflict of interest, now contemplated or hereafter arising, in connection therewith and agrees not to assert against BONY any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.. SF1:727688

Collateral Agent Role. (a) Notwithstanding anything herein to the contrary, the First Lien Collateral Agents Agent’s duties under this Agreement are administrative only and it shall not be required under any circumstances to exercise discretion in the performance of its duties hereunder but shall be required to act or to refrain from acting upon written instructions from the First Lien Required Holders and shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with such instructions or pending written instructions. Notwithstanding anything herein to the contrary, the Second Lien Collateral Agents Agent’s duties under this Agreement are administrative only and it shall not be required under any circumstances to exercise discretion in the performance of its duties hereunder but shall be required to act or to refrain from acting upon written instructions from the Second Lien Required Holders and shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with such instructions or pending written instructions. Notwithstanding anything herein to the contrary, the Third Lien Collateral Agents Agent’s duties under this Agreement are administrative only and it shall not be required under any circumstances to exercise discretion in the performance of its duties under but shall be required to act or to refrain from acting upon written instructions from the Third Lien Required Holders and shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with such instructions or pending written instructions. The Secured Parties understand and agree that the Collateral Agents hereunder are not administering any of the Purchase Agreements and with respect to the Discharge of First Lien Obligations or the Discharge of Second Lien Obligations or with respect to any other matter contained herein cannot represent and warrant or otherwise attest to the performance of any parties of any obligations contained therein. Each Secured Party hereunder hereby (i) acknowledges that BONY Wilmington is acting hereunder in multiple capacities and for multiple parties and (ii) expressly waives any conflict of interest, now contemplated or hereafter arising, in connection therewith and agrees not to assert against BONY Wilmington any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. (b) The First Lien Collateral Agent shall be entitled to all the same rights, privileges, protections, immunities and indemnities in this Agreement as are contained in the First Lien Collateral Agency Agreement and the other First Lien Notes Documents, all of which are incorporated herein mutatis mutandis, in addition to any such rights, privileges, protections, immunities and indemnities contained herein. In the administration of this Agreement and performance of its powers hereunder, the First Lien Collateral Agent shall not be required to act hereunder unless it shall have received appropriate direction from the applicable Holders of First Lien Notes, as provided in the First Lien Collateral Agency Agreement and the other First Lien Notes Documents. (c) The Second Lien Collateral Agent shall be entitled to all the same rights, privileges, protections, immunities and indemnities in this Agreement as are contained in the Second Lien Collateral Agency Agreement and the other Second Lien Notes Documents, all of which are incorporated herein mutatis mutandis, in addition to any such rights, privileges, protections, immunities and indemnities contained herein. In the administration of this Agreement and performance of its powers hereunder, the Second Lien Collateral Agent shall not be required to act hereunder unless it shall have received appropriate direction from the applicable Holders of Second Lien Notes, as provided in the Second Lien Collateral Agency Agreement and the other Second Lien Notes Documents. (d) The Third Lien Collateral Agent shall be entitled to all the same rights, privileges, protections, immunities and indemnities in this Agreement as are contained in the Third Lien Collateral Agency Agreement and the other Third Lien Notes Documents, all of which are incorporated herein mutatis mutandis, in addition to any such rights, privileges, protections, immunities and indemnities contained herein. In the administration of this Agreement and performance of its powers hereunder, the Third Lien Collateral Agent shall not be required to act hereunder unless it shall have received appropriate direction from the applicable Holders of Third Lien Notes, as provided in the Third Lien Collateral Agency Agreement and the other Third Lien Notes Documents.