Common use of Collateral Agent’s Duties Clause in Contracts

Collateral Agent’s Duties. The Collateral Agent shall undertake to perform such functions and duties, and only such functions and duties, as are specifically set forth in this Agreement and the other Transaction Documents, respectively, and no implied covenants or obligations shall be read into this Agreement or any other Transaction Document against the Collateral Agent. The duties of the Collateral Agent shall be mechanical and administrative in nature, and the Collateral Agent shall not have, or be deemed to have, by reason of this Agreement or any other Transaction Document or otherwise, a fiduciary or trust relationship with respect to any Purchaser. Except as expressly set forth in this Agreement and any other Transaction Document, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Note Party that is communicated to or obtained by the Collateral Agent or any of its Affiliates in any capacity. Neither the Collateral Agent, nor any of its Affiliates, nor any of its or their respective officers, partners, members, employees, attorneys, agents or representatives, shall be liable for any action taken or suffered by it or them or omitted to be taken by it or them hereunder or under any other Transaction Document, or in connection herewith or therewith, except for damages caused directly by the Collateral Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. In no event shall the Collateral Agent be liable or otherwise responsible for (i) any actions taken, or omitted to be taken, by the Collateral Agent in accordance with the instructions of the Required Purchasers (or such other number or percentage of the Purchasers as shall be expressly provided for in this Agreement or in the other Transaction Documents) or (ii) any actions taken by, or omitted to be taken by, or any payments due from, any Note Party or any Affiliate thereof. For the avoidance of doubt and notwithstanding any other language to the contrary contained herein or in any other Transaction Document, the parties acknowledge and agree that no actions taken, or omitted to be taken, by the Collateral Agent in accordance with the instructions of the Required Purchasers (or such other number or percentage of the Purchasers as shall be expressly provided for in this Agreement or in the other Transaction Documents) shall be considered gross negligence or willful misconduct of the Collateral Agent. In addition, the Collateral Agent shall have no obligation whatsoever to any Purchaser or any other Person to investigate, confirm or assure that property subject to the Liens created by the Transaction Documents exists or is owned by any Note Party or is cared for, protected or insured by any Note Party or has been encumbered, or whether any particular reserves are appropriate, or that the Liens (including Liens established under the laws of a jurisdiction outside the United States of America) granted to the Collateral Agent in or pursuant to the Transaction Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or (except as otherwise expressly provided in this Agreement) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Agreement or any of the other Transaction Documents, it being understood and agreed that (a) in respect of property subject to the Liens created by the Transaction Documents, or any act, omission or event related thereto, the Collateral Agent may act in accordance with the directions of the Required Purchasers (or such other number or percentage of the Purchasers as shall be expressly provided for in this Agreement or in the other Transaction Documents), and (b) the Collateral Agent shall have no duty or liability whatsoever to any Purchaser, other than liability for its gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Each Purchaser hereby appoints each other Purchaser as its agent for the purpose of perfecting the Collateral Agent’s security interest for the benefit of the Secured Parties in assets which can be perfected by possession. Should any Purchaser obtain possession of any such property subject to the Liens created by the Transaction Documents, such Purchaser shall notify the Collateral Agent thereof and, promptly upon the Collateral Agent’s request therefor, shall deliver such property to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

Collateral Agent’s Duties. The Collateral Agent shall undertake to perform such functions and duties, and only such functions and duties, as are specifically set forth (a) Whenever reference is made in this Agreement and the other Transaction Documents, respectively, and no implied covenants or obligations shall be read into this Agreement or any Security Document to any action by, consent, designation, specification, requirement or approval of, notice, request or other Transaction Document against communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any amendment, waiver or other modification of this Agreement to be executed (or not to be executed) by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion or rights or remedies to be made (or not to be made) by the Collateral Agent. The duties of , it is understood that in all cases the Collateral Agent shall be mechanical acting, giving, withholding, suffering, omitting, making or otherwise undertaking and administrative exercising the same (or shall not be undertaking and exercising the same) as directed by the Administrative Agent in nature, accordance with this Agreement and the Security Documents. Notwithstanding anything in this Agreement or any Security Document to the contrary, the Collateral Agent will in no event be required to take any action which exposes the Collateral Agent to personal liability, which is contrary to this Agreement, the Security Documents or law or with respect to which the Collateral Agent does not receive adequate instructions or full indemnification and/or security to its satisfaction. The Collateral Agent shall not have, be required to take any such action or be deemed give any such approval prior to have, by reason receiving such written statements. This provision is intended solely for the benefit of this Agreement or any other Transaction Document or otherwise, a fiduciary or trust relationship with respect to any Purchaser. Except as expressly set forth in this Agreement and any other Transaction Document, the Collateral Agent shall and its permitted successors and assigns and is not have any duty to discloseintended to, and shall not be liable for any failure to disclosewill not, any information relating entitle the other parties hereto to any Note Party that defense, claim or counterclaims under or in relation to any Security Documents, or confer any rights or benefits on any party hereto. (b) The Collateral Agent is communicated to authorized, without further action or obtained direction by the Collateral Administrative Agent or the Lenders, to make, complete or confirm any grant of its Affiliates in any capacity. Neither the Collateral Agent, nor any of its Affiliates, nor any of its or their respective officers, partners, members, employees, attorneys, agents or representatives, shall be liable for any action taken or suffered required by it or them or omitted to be taken by it or them hereunder or under any other Transaction Document, or in connection herewith or therewith, except for damages caused directly by the Collateral Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. In no event shall the Collateral Agent be liable or otherwise responsible for (i) any actions taken, or omitted to be taken, by the Collateral Agent in accordance with the instructions of the Required Purchasers (or such other number or percentage of the Purchasers as shall be expressly provided for in this Agreement or in the other Transaction Documents) or (ii) any actions taken by, or omitted to be taken by, or any payments due from, any Note Party or any Affiliate thereof. For the avoidance of doubt and notwithstanding any other language to the contrary contained herein or in any other Transaction Document, the parties acknowledge and agree that no actions taken, or omitted to be taken, by the Collateral Agent in accordance with the instructions of the Required Purchasers (or such other number or percentage of the Purchasers as shall be expressly provided for in this Agreement or in the other Transaction Documents) shall be considered gross negligence or willful misconduct of the Collateral Agent. In addition, the Collateral Agent shall have no obligation whatsoever to any Purchaser or any other Person to investigate, confirm or assure that property subject to the Liens created by the Transaction Documents exists or is owned by any Note Party or is cared for, protected or insured by any Note Party or has been encumbered, or whether any particular reserves are appropriate, or that the Liens (including Liens established under the laws of a jurisdiction outside the United States of America) granted to the Collateral Agent in or pursuant to the Transaction Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or (except as otherwise expressly provided in this Agreement) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Agreement or any of the other Transaction DocumentsSecurity Documents and to release (or, it being understood and agreed that (a) if applicable, subordinate or grant non-disturbance rights in respect of) its Lien upon any Collateral (and execute such documents as are reasonably required in connection therewith) that is otherwise permitted to be transferred, sold, encumbered, released, conveyed or otherwise disposed of property subject under the terms of this Agreement and the Security Documents. The Collateral Agent shall be entitled to rely on an Officer’s Certificate of any Loan Party that has been countersigned by the Administrative Agent requesting such a release, subordination or non-disturbance, certifying that such release is permitted pursuant to the Liens created terms of this Agreement, and making specific reference to the provisions of this Agreement and the other Loan Documents permitting the transfer, sale, encumbrance, release, conveyance or disposition in connection with which the release, subordination or non-disturbance is being requested. (c) The Collateral Agent shall not be responsible for and makes no representation as to the existence, genuineness, value or protection of any Collateral (provided that the Collateral Agent shall be responsible for the protection of any Collateral being held by it), for the Transaction Documentslegality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any actliens securing the Obligations. (d) Nothing herein shall require the Agents to file financing statements or continuation statements, omission or be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any other Loan Document) and such responsibility shall be solely that of the Borrower. (e) The Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility under any Loan Document by reason of any occurrence beyond the control of the Collateral Agent (including but not limited to any present or future Legal Requirement, any act of god or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (f) In the event related that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to incur potential liability for any Environmental Claim or arising under any Environmental Law, the Collateral Agent may act in accordance with reserves the directions right, instead of the Required Purchasers (or taking such other number or percentage of the Purchasers action, to either resign as shall be expressly provided for in this Agreement or in the other Transaction Documents), and (b) the Collateral Agent shall have no duty or liability whatsoever to any Purchaser, other than liability for its gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Each Purchaser hereby appoints each other Purchaser as its agent arrange for the purpose transfer of perfecting the title or control of the asset to a court-appointed receiver. The Collateral Agent shall not be liable to the Borrower, the Secured Parties or any other Person for any Environmental Claims or any liability arising under any Environmental Law by reason of the Collateral Agent’s security interest for actions and conduct as authorized, empowered and directed under the benefit of the Secured Parties in assets which can be perfected by possession. Should any Purchaser obtain possession of any such property subject Loan Documents or relating to the Liens created by the Transaction Documentspresence, such Purchaser shall notify the Collateral Agent thereof and, promptly upon the Collateral Agent’s request therefor, shall deliver such property to the Collateral Agent Release or in accordance with the Collateral Agent’s instructionsthreatened Release of Hazardous Substances.

Collateral Agent’s Duties. (a) Except for treatment of the Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, in each case pursuant to the terms hereof, the Collateral Agent and the Administrative Agent, as applicable, shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to the Pledged Collateral. The Collateral Agent shall undertake to perform such functions and duties, and only such functions and dutiesthe Administrative Agent, as are specifically set forth applicable, shall not be liable to the Pledgor (i) for any loss or damage sustained by the Pledgor, or (ii) for any loss, damage, depreciation or other diminution in the value of any of the Pledged Collateral that may occur as a result of or in connection with or that is in any way related to any exercise by the Collateral Agent (acting at the direction of the Administrative Agent) or the Administrative Agent of any right or remedy under this Agreement and Agreement, any failure to demand, collect or realize upon any of the other Transaction DocumentsPledged Collateral or any delay in doing so, respectively, and no implied covenants or obligations shall be read into this Agreement or any other Transaction Document against act or failure to act on the Collateral Agent. The duties part of the Collateral Agent shall be mechanical and administrative (acting at the direction of the Administrative Agent) or the Administrative Agent, except to the extent that the same is caused by its own gross negligence or willful misconduct (as determined in nature, and a final judgment by a court of competent jurisdiction). (b) The Pledgor hereby releases the Collateral Agent shall not have(in its capacity as Collateral Agent hereunder) and the Administrative Agent from any claims, causes of action and demands at any time arising out of or be deemed to have, by reason of this Agreement or any other Transaction Document or otherwise, a fiduciary or trust relationship with respect to any Purchaser. Except as expressly set forth in this Agreement and any other Transaction DocumentAgreement, the Pledged Collateral Agent shall not have and/or any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Note Party that is communicated to or obtained by the Collateral Agent or any of its Affiliates in any capacity. Neither the Collateral Agent, nor any of its Affiliates, nor any of its or their respective officers, partners, members, employees, attorneys, agents or representatives, shall be liable for any action actions taken or suffered by it or them or omitted to be taken by it or them hereunder or under any other Transaction Document, or in connection herewith or therewith, except for damages caused directly by the Collateral Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. In no event shall the Collateral Agent be liable or otherwise responsible for (i) any actions taken, or omitted to be taken, by acting at the Collateral Agent in accordance with the instructions direction of the Required Purchasers (or such other number or percentage of the Purchasers as shall be expressly provided for in this Agreement or in the other Transaction DocumentsAdministrative Agent) or the Administrative Agent with respect thereto (ii) any actions taken byexcept such claims, or omitted to be taken by, or any payments due from, any Note Party or any Affiliate thereof. For causes of action and demands arising from the avoidance of doubt and notwithstanding any other language to the contrary contained herein or in any other Transaction Document, the parties acknowledge and agree that no actions taken, or omitted to be taken, by the Collateral Agent in accordance with the instructions of the Required Purchasers (or such other number or percentage of the Purchasers as shall be expressly provided for in this Agreement or in the other Transaction Documents) shall be considered gross negligence or willful misconduct of the Collateral Agent. In addition, Agent or the Administrative Agent as determined in a final judgment by a court of competent jurisdiction) and the Pledgor hereby agrees to hold the Collateral Agent shall have no obligation whatsoever and the Administrative Agent harmless from and with respect to any Purchaser or any other Person to investigateand all such claims, confirm or assure that property subject to the Liens created by the Transaction Documents exists or is owned by any Note Party or is cared for, protected or insured by any Note Party or has been encumbered, or whether any particular reserves are appropriate, or that the Liens (including Liens established under the laws causes of a jurisdiction outside the United States of America) granted to the Collateral Agent in or pursuant to the Transaction Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or action and demands (except as otherwise expressly provided in this Agreement) to exercise at all or in any particular manner or under any duty such claims, causes of care, disclosure or fidelity, or to continue exercising, any of action and demands arising from the rights, authorities and powers granted or available to the Collateral Agent in this Agreement or any of the other Transaction Documents, it being understood and agreed that (a) in respect of property subject to the Liens created by the Transaction Documents, or any act, omission or event related thereto, the Collateral Agent may act in accordance with the directions of the Required Purchasers (or such other number or percentage of the Purchasers as shall be expressly provided for in this Agreement or in the other Transaction Documents), and (b) the Collateral Agent shall have no duty or liability whatsoever to any Purchaser, other than liability for its gross negligence or willful misconduct of the Collateral Agent or the Administrative Agent, as applicable, as determined by in a final non-appealable judgment of by a court of competent jurisdiction. Each Purchaser hereby appoints each other Purchaser as its agent for the purpose of perfecting the Collateral Agent’s security interest for the benefit of the Secured Parties in assets which can be perfected by possession. Should any Purchaser obtain possession of any such property subject to the Liens created by the Transaction Documents, such Purchaser shall notify the Collateral Agent thereof and, promptly upon the Collateral Agent’s request therefor, shall deliver such property to the Collateral Agent or in accordance with the Collateral Agent’s instructions).

Collateral Agent’s Duties. The Collateral Agent shall undertake to perform such functions and duties, and only such functions and duties, as are specifically set forth (a) Whenever reference is made in this Agreement and the other Transaction Documents, respectively, and no implied covenants or obligations shall be read into this Agreement or any Security Document to any action by, consent, designation, specification, requirement or approval of, notice, request or other Transaction Document against communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any amendment, waiver or other modification of this Agreement to be executed (or not to be executed) by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion or rights or remedies to be made (or not to be made) by the Collateral Agent. The duties of , it is understood that in all cases the Collateral Agent shall be mechanical acting, giving, withholding, suffering, omitting, making or otherwise undertaking and administrative exercising the same (or shall not be undertaking and exercising the same) as directed by the Administrative Agent in nature, accordance with this Agreement and the Security Documents. Notwithstanding anything in this Agreement or any Security Document to the contrary, the Collateral Agent will in no event be required to take any action which exposes the Collateral Agent to personal liability, which is contrary to this Agreement, the Security Documents or law or with respect to which the Collateral Agent does not receive adequate instructions or full indemnification and/or security to its satisfaction. The Collateral Agent shall not have, be required to take any such action or be deemed give any such approval prior to have, by reason receiving such written statements. This provision is intended solely for the benefit of this Agreement or any other Transaction Document or otherwise, a fiduciary or trust relationship with respect to any Purchaser. Except as expressly set forth in this Agreement and any other Transaction Document, the Collateral Agent shall and its permitted successors and assigns and is not have any duty to discloseintended to, and shall not be liable for any failure to disclosewill not, any information relating entitle the other parties hereto to any Note Party that defense, claim or counterclaims under or in relation to any Security Documents, or confer any rights or benefits on any party hereto. (b) The Collateral Agent is communicated to authorized, without further action or obtained direction by the Collateral Administrative Agent or any of its Affiliates in any capacity. Neither the Collateral Agent, nor any of its Affiliates, nor any of its or their respective officers, partners, members, employees, attorneys, agents or representatives, shall be liable for any action taken or suffered by it or them or omitted to be taken by it or them hereunder or under any other Transaction Document, or in connection herewith or therewith, except for damages caused directly by the Collateral Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. In no event shall the Collateral Agent be liable or otherwise responsible for (i) any actions taken, or omitted to be taken, by the Collateral Agent in accordance with the instructions of the Required Purchasers (or such other number or percentage of the Purchasers as shall be expressly provided for in this Agreement or in the other Transaction Documents) or (ii) any actions taken by, or omitted to be taken by, Lenders or any payments due fromCounterparty, to make, complete or confirm any Note Party or any Affiliate thereof. For the avoidance grant of doubt and notwithstanding any other language to the contrary contained herein or in any other Transaction Document, the parties acknowledge and agree that no actions taken, or omitted to be taken, Collateral required by the Collateral Agent in accordance with the instructions of the Required Purchasers (or such other number or percentage of the Purchasers as shall be expressly provided for in this Agreement or in the other Transaction Documents) shall be considered gross negligence or willful misconduct of the Collateral Agent. In addition, the Collateral Agent shall have no obligation whatsoever to any Purchaser or any other Person to investigate, confirm or assure that property subject to the Liens created by the Transaction Documents exists or is owned by any Note Party or is cared for, protected or insured by any Note Party or has been encumbered, or whether any particular reserves are appropriate, or that the Liens (including Liens established under the laws of a jurisdiction outside the United States of America) granted to the Collateral Agent in or pursuant to the Transaction Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or (except as otherwise expressly provided in this Agreement) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Agreement or any of the other Transaction DocumentsSecurity Documents and to release (or, it being understood and agreed that (a) if applicable, subordinate or grant non-disturbance rights in respect of) its Lien upon any Collateral (and execute such documents as are reasonably required in connection therewith) that is otherwise permitted to be transferred, sold, encumbered, released, conveyed or otherwise disposed of property subject under the terms of this Agreement and the Security Documents. The Collateral Agent shall be entitled to rely on an certificate of a Responsible Officer of any Loan Party that has been countersigned by the Administrative Agent requesting such a release, subordination or non-disturbance, certifying that such release is permitted pursuant to the Liens created terms of this Agreement, and making specific reference to the provisions of this Agreement and the other Loan Documents permitting the transfer, sale, encumbrance, release, conveyance or disposition in connection with which the release, subordination or non-disturbance is being requested. (c) The Collateral Agent shall not be responsible for and makes no representation as to the existence, genuineness, value or protection of any Collateral (provided that the Collateral Agent shall be responsible for the protection of any Collateral being held by it), for the Transaction Documentslegality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any actliens securing the Obligations. (d) Nothing herein shall require the Agents to file financing statements or continuation statements, omission or be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any other Loan Document) and such responsibility shall be solely that of the Borrower. (e) The Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility under any Loan Document by reason of any occurrence beyond the control of the Collateral Agent (including but not limited to any present or future Legal Requirement, any act of god or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (f) In the event related that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Collateral Agent’s reasonable discretion may cause the Collateral Agent to incur potential liability for any Environmental Claim or arising under any Environmental Law, the Collateral Agent may act in accordance with reserves the directions right, instead of the Required Purchasers (or taking such other number or percentage of the Purchasers action, to either resign as shall be expressly provided for in this Agreement or in the other Transaction Documents), and (b) the Collateral Agent shall have no duty or liability whatsoever to any Purchaser, other than liability for its gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Each Purchaser hereby appoints each other Purchaser as its agent for the purpose of perfecting the Collateral Agent’s security interest for the benefit of the Secured Parties in assets which can be perfected by possession. Should any Purchaser obtain possession of any such property subject to the Liens created by the Transaction Documents, such Purchaser shall notify the Collateral Agent thereof and, promptly upon the Collateral Agent’s request therefor, shall deliver such property to the Collateral Agent or in accordance with arrange for the Collateral Agent’s instructionstransfer of the title or control of the asset to a court-appointed receiver.

Collateral Agent’s Duties. The Collateral Agent shall undertake to perform such functions and duties, and only such functions and duties, as are specifically set forth (a) Whenever reference is made in this Agreement and the other Transaction Documents, respectively, and no implied covenants or obligations shall be read into this Agreement or any Security Document to any action by, consent, designation, specification, requirement or approval of, notice, request or other Transaction Document against communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any amendment, waiver or other modification of this Agreement to be executed (or not to be executed) by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion or rights or remedies to be made (or not to be made) by the Collateral Agent. The duties of , it is understood that in all cases the Collateral Agent shall be mechanical acting, giving, withholding, suffering, omitting, making or otherwise undertaking and administrative exercising the same (or shall not be undertaking and exercising the same) as directed by the Administrative Agent in nature, accordance with this Agreement and the Security Documents. Notwithstanding anything in this Agreement or any Security Document to the contrary, the Collateral Agent will in no event be required to take any action which exposes the Collateral Agent to personal liability, which is contrary to this Agreement, the Security Documents or law or with respect to which the Collateral Agent does not receive adequate instructions or full indemnification and/or security to its satisfaction. The Collateral Agent shall not have, be required to take any such action or be deemed give any such approval prior to have, by reason receiving such written statements. This provision is intended solely for the benefit of this Agreement or any other Transaction Document or otherwise, a fiduciary or trust relationship with respect to any Purchaser. Except as expressly set forth in this Agreement and any other Transaction Document, the Collateral Agent shall and its permitted successors and assigns and is not have any duty to discloseintended to, and shall not be liable for any failure to disclosewill not, any information relating entitle the other parties hereto to any Note Party that defense, claim or counterclaims under or in relation to any Security Documents, or confer any rights or benefits on any party hereto. (b) The Collateral Agent is communicated to authorized, without further action or obtained direction by the Collateral Administrative Agent or the Lenders, to make, complete or confirm any grant of its Affiliates in any capacity. Neither the Collateral Agent, nor any of its Affiliates, nor any of its or their respective officers, partners, members, employees, attorneys, agents or representatives, shall be liable for any action taken or suffered required by it or them or omitted to be taken by it or them hereunder or under any other Transaction Document, or in connection herewith or therewith, except for damages caused directly by the Collateral Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. In no event shall the Collateral Agent be liable or otherwise responsible for (i) any actions taken, or omitted to be taken, by the Collateral Agent in accordance with the instructions of the Required Purchasers (or such other number or percentage of the Purchasers as shall be expressly provided for in this Agreement or in the other Transaction Documents) or (ii) any actions taken by, or omitted to be taken by, or any payments due from, any Note Party or any Affiliate thereof. For the avoidance of doubt and notwithstanding any other language to the contrary contained herein or in any other Transaction Document, the parties acknowledge and agree that no actions taken, or omitted to be taken, by the Collateral Agent in accordance with the instructions of the Required Purchasers (or such other number or percentage of the Purchasers as shall be expressly provided for in this Agreement or in the other Transaction Documents) shall be considered gross negligence or willful misconduct of the Collateral Agent. In addition, the Collateral Agent shall have no obligation whatsoever to any Purchaser or any other Person to investigate, confirm or assure that property subject to the Liens created by the Transaction Documents exists or is owned by any Note Party or is cared for, protected or insured by any Note Party or has been encumbered, or whether any particular reserves are appropriate, or that the Liens (including Liens established under the laws of a jurisdiction outside the United States of America) granted to the Collateral Agent in or pursuant to the Transaction Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or (except as otherwise expressly provided in this Agreement) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Agreement or any of the other Transaction DocumentsSecurity Documents and to release (or, it being understood and agreed that (a) if applicable, subordinate or grant non-disturbance rights in respect of) its Lien upon any Collateral (and execute such documents as are reasonably required in connection therewith) that is otherwise permitted to be transferred, sold, encumbered, released, conveyed or otherwise disposed of property subject under the terms of this Agreement and the Security Documents. The Collateral Agent shall be entitled to rely on an Officer’s Certificate of any Loan Party that has been countersigned by the Administrative Agent requesting such a release, subordination or non-disturbance, certifying that such release is permitted pursuant to the Liens created terms of this Agreement, and making specific reference to the provisions of this Agreement and the other Loan Documents permitting the transfer, sale, encumbrance, release, conveyance or disposition in connection with which the release, subordination or non-disturbance is being requested. (c) The Collateral Agent shall not be responsible for and makes no representation as to the existence, genuineness, value or protection of any Collateral (provided that the Collateral Agent shall be responsible for the protection of any Collateral being held by it), for the Transaction Documentslegality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any actliens securing the Obligations. (d) Nothing herein shall require the Agents to file financing statements or continuation statements, omission or be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any other Loan Document) and such responsibility shall be solely that of the Borrower. (e) The Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility under any Loan Document by reason of any occurrence beyond the control of the Collateral Agent (including but not limited to any present or future Legal Requirement, any act of god or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (f) In the event related that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to incur potential liability for any Environmental Claim or arising under any Environmental Law, the Collateral Agent may act in accordance with reserves the directions right, instead of the Required Purchasers (or taking such other number or percentage of the Purchasers action, to either resign as shall be expressly provided for in this Agreement or in the other Transaction Documents), and (b) the Collateral Agent shall have no duty or liability whatsoever to any Purchaser, other than liability for its gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Each Purchaser hereby appoints each other Purchaser as its agent arrange for the purpose transfer of perfecting the title or control of the asset to a court-appointed receiver. The Collateral Agent shall not be liable to the Borrower, the Secured Parties or any other Person for any Environmental Claims or any liability arising under any Environmental Law by reason of the Collateral Agent’s security interest for actions and conduct as authorized, empowered and directed under the benefit of the Secured Parties in assets which can be perfected by possession. Should any Purchaser obtain possession of any such property subject Financing Documents or relating to the Liens created by the Transaction Documentspresence, such Purchaser shall notify the Collateral Agent thereof and, promptly upon the Collateral Agent’s request therefor, shall deliver such property to the Collateral Agent Release or in accordance with the Collateral Agent’s instructionsthreatened Release of Hazardous Substances.