Common use of Limitation on Collateral Agent’s Responsibilities Clause in Contracts

Limitation on Collateral Agent’s Responsibilities. (a) The obligations of the Collateral Agent to the Existing Senior Notes Holders and the Existing Senior Notes Trustee hereunder shall be limited solely to (i) holding the Pledged Collateral for the ratable benefit of the Existing Senior Notes Holders and the Existing Senior Notes Trustee for so long as (A) any Existing Senior Notes Obligations remain outstanding and (B) any Existing Senior Notes Obligations are secured by such Pledged Collateral and (ii) distributing any proceeds received by the Collateral Agent from the sale, collection or realization of the Pledged Collateral to the Existing Senior Notes Holders and the Existing Senior Notes Trustee in respect of the Existing Senior Notes Obligations in accordance with the terms of this Agreement. Neither the Existing Senior Notes Holders nor the Existing Senior Notes Trustee shall be entitled to exercise (or direct the Collateral Agent to exercise) any rights or remedies hereunder with respect to the Existing Senior Notes Obligations, including without limitation the right to enforce the security interest in the Pledged Collateral, request any action, institute proceedings, give any instructions, make any election, give any notice to Account Debtors, make collections, sell or otherwise foreclose on any portion of the Collateral or execute any amendment, supplement, or acknowledgment hereof. This Agreement shall not create any liability of the Collateral Agent to the Secured Parties by reason of actions taken with respect to the creation, perfection or continuation of the security interest on the Pledged Collateral, actions with respect to the occurrence of an Event of Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Pledged Collateral or action with respect to the collection of any claim for all or any part of the Secured Obligations from any Account Debtor, guarantor or any other party or the valuation, use or protection of the Pledged Collateral. (b) The Collateral Agent shall not be required to ascertain or inquire as to the performance by the Borrower or any other obligor of the Existing Senior Notes Obligations. (c) The Collateral Agent may execute any of the powers granted under this Agreement and perform any duty hereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for the negligence or wilful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or wilful misconduct. (d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent shall have received a notice of Event of Default or a notice from the Pledgor, the Trustee or the Secured Parties to the Collateral Agent in its capacity as Collateral Agent indicating that an Event of Default has occurred. The Collateral Agent shall have no obligation either prior to or after receiving such notice to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it. (e) Notwithstanding anything to the contrary herein, nothing in this Agreement shall or shall be construed to (i) result in the security interest in the Pledged Collateral not securing the Existing Senior Notes Obligations less than equally and ratably with the Credit Agreement Obligations pursuant to Section 3.09 of the Existing Senior Notes Indenture to the extent required or (ii) modify or affect the rights of the Existing Senior Notes Holders to receive the pro rata share specified in Section 10.1(a) of any proceeds of any collection or sale of Pledged Collateral. (f) The parties hereto agree that the Existing Senior Notes Obligations and the Credit Agreement Obligations are, and will be, equally and ratably secured with each other by the Liens on the Pledged Collateral, and that it is their intention to give full effect to the equal and ratable provision of Section 3.09 of the Existing Senior Notes Indenture, as in effect on the date hereof. To the extent that the rights and benefits herein or in any Collateral Documents conferred on the Existing Senior Notes Holders or the Existing Senior Notes Trustee shall be held to exceed the rights and benefits required so to be conferred by such provisions, such rights and benefits shall be limited so as to provide such Existing Senior Notes Holders and the Existing Senior Notes Trustee only those rights and benefits that are required by such provisions. Any and all rights not herein expressly given to the Existing Senior Notes Trustee are expressly reserved to the Collateral Agent and the Secured Parties other than the Existing Senior Notes Secured Parties.

Limitation on Collateral Agent’s Responsibilities. (a) The obligations of the Collateral Agent to the Existing Senior Notes Holders and the Existing Senior Notes Trustee hereunder shall be limited solely to (i) holding the Pledged Collateral for the ratable benefit of the Existing Senior Notes Holders and the Existing Senior Notes Trustee for so long as (A) any Existing Senior Notes Obligations remain outstanding and (B) any Existing Senior Notes Obligations are secured by such Pledged Collateral and (ii) distributing any proceeds received by the Collateral Agent from the sale, collection or realization of the Pledged Collateral to the Existing Senior Notes Holders and the Existing Senior Notes Trustee in respect of the Existing Senior Notes Obligations in accordance with the terms of this Agreement. Neither the Existing Senior Notes Holders nor the Existing Senior Notes Trustee shall be entitled to exercise (or direct the Collateral Agent to exercise) any rights or remedies hereunder with respect to the Existing Senior Notes Obligations, including without limitation the right to enforce the security interest in the Pledged Collateral, request any action, institute proceedings, give any instructions, make any election, give any notice to Account Debtors, make collections, sell or otherwise foreclose on any portion of the Collateral or execute any amendment, supplement, or acknowledgment hereof. This Agreement shall not create any liability of the Collateral Agent to the Secured Parties by reason of actions taken with respect to the creation, perfection or continuation of the security interest on the Pledged Collateral, actions with respect to the occurrence of an Event of Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Pledged Collateral or action with respect to the collection of any claim for all or any part of the Secured Obligations from any Account Debtor, guarantor or any other party or the valuation, use or protection of the Pledged Collateral. (b) The Collateral Agent shall not be required to ascertain or inquire as to the performance by the Borrower or any other obligor of the Existing Senior Notes Obligations. (c) The Collateral Agent may execute any of the powers granted under this Agreement and perform any duty hereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for the gross negligence or wilful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or wilful misconduct. (d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent shall have received a notice of Event of Default or a notice from the Pledgor, the Trustee or the Secured Parties to the Collateral Agent in its capacity as Collateral Agent indicating that an Event of Default has occurred. The Collateral Agent shall have no obligation either prior to or after receiving such notice to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it. (e) Notwithstanding anything to the contrary herein, nothing in this Agreement shall or shall be construed to (i) result in the security interest in the Pledged Collateral not securing the Existing Senior Notes Obligations less than equally and ratably with the Credit Agreement Obligations pursuant to Section 3.09 of the Existing Senior Notes Indenture to the extent required or (ii) modify or affect the rights of the Existing Senior Notes Holders to receive the pro rata share specified in Section 10.1(a) of any proceeds of any collection or sale of Pledged Collateral. (f) The parties hereto agree that the Existing Senior Notes Obligations and the Credit Agreement Obligations are, and will be, equally and ratably secured with each other by the Liens on the Pledged Collateral, and that it is their intention to give full effect to the equal and ratable provision of Section 3.09 of the Existing Senior Notes Indenture, as in effect on the date hereof. To the extent that the rights and benefits herein or in any Collateral Documents conferred on the Existing Senior Notes Holders or the Existing Senior Notes Trustee shall be held to exceed the rights and benefits required so to be conferred by such provisions, such rights and benefits shall be limited so as to provide such Existing Senior Notes Holders and the Existing Senior Notes Trustee only those rights and benefits that are required by such provisions. Any and all rights not herein expressly given to the Existing Senior Notes Trustee are expressly reserved to the Collateral Agent and the Secured Parties other than the Existing Senior Notes Secured Parties.

Limitation on Collateral Agent’s Responsibilities. with respect to the Secured Noteholders. (a) The obligations of the Collateral Agent to the Existing Senior Notes Holders Secured Noteholders and the Existing Senior Notes Trustee hereunder shall be limited solely to (i) holding the Pledged Collateral for the ratable benefit of the Existing Senior Notes Holders Secured Noteholders and the Existing Senior Notes Trustee for so long as (A) any Existing 1995 Senior Notes Note Obligations remain outstanding and (B) any Existing Senior Notes Credit Facility Obligations are secured by such Pledged Collateral, (ii) subject to the instructions of the Required Lenders, enforcing the rights of the Secured Noteholders and the Trustee in their capacities as the holders of the Secured Obligations in respect of Collateral and (iiiii) distributing any proceeds received by the Collateral Agent from the sale, collection or realization of the Pledged Collateral to the Existing Senior Notes Holders Secured Noteholders and the Existing Senior Notes Trustee in respect of the Existing 1995 Senior Notes Note Obligations in accordance with the terms of this Pledge Agreement. Neither the Existing Senior Notes Holders Secured Noteholders nor the Existing Senior Notes Trustee shall be entitled to exercise (or to direct the Collateral Agent to exercise) any rights or remedies hereunder with respect to the Existing Senior Notes Secured Obligations, including without limitation the right to receive any payments, enforce the security interest in the Pledged Collateralany Liens, request any action, institute proceedings, give any instructions, make any election, give any notice to Account Debtors, make collections, sell or otherwise foreclose on any portion of the Pledged Collateral or execute any amendmentamendment (except as provided in Section 12 hereof), supplement, or acknowledgment hereof. This Pledge Agreement shall not create any liability of the Collateral Agent or the holders of the Credit Facility Obligations to the Secured Parties Noteholders or to the Trustee by reason of actions taken with respect to the creation, perfection or continuation of the security interest Liens on the Pledged Collateral, actions with respect to the occurrence of an Event of Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Pledged Collateral or action actions with respect to the collection of any claim for all or any part of the Secured Obligations from any Account Debtor, guarantor or any other party or the valuation, use or protection of the Pledged Collateral. (b) The Collateral Agent shall not have any duty or obligation to manage, control, use, sell, dispose of or otherwise deal with the Pledged Collateral, or, to otherwise take or refrain from taking any action under, or in connection with, this Pledge Agreement, except as expressly provided by the terms and conditions of this Pledge Agreement. The Collateral Agent may take, but shall have no obligation to take, any and all such actions under this Pledge Agreement or otherwise as it shall deem to be in the best interests of the holders of the Secured Obligations in order to maintain the Pledged Collateral and protect and preserve the Pledged Collateral and the rights of the holders of the Secured Obligations. (c) The Collateral Agent shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained herein. The Collateral Agent makes no representation as to the value or condition of the Pledged Collateral or any part thereof, as to the title of any Pledgor to the Pledged Collateral, as to the security afforded by this Pledge Agreement or, as to the validity, execution, enforceability, legality or sufficiency of this Pledge Agreement, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be required to ascertain or inquire as to the performance by the Borrower any Pledgor or any other obligor of the Existing Senior Notes its Subsidiaries of their respective Secured Obligations. (cd) The Collateral Agent shall not be responsible for insuring the Pledged Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Pledged Collateral. The Collateral Agent shall have no duty to any Pledgor or any of its Subsidiaries or to the holders of the Secured Obligations as to any Pledged Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Pledged Collateral as may be in its possession substantially the same care as it accords its own assets and the duty to account for monies received by it. (e) The Collateral Agent may execute any of the powers granted under this Pledge Agreement and perform any duty hereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for the negligence gross negligence, bad faith or wilful willful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence negligence, bad faith or wilful willful misconduct. (df) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent shall have received a notice of an Event of Default or a notice from the Pledgor, the Trustee Pledgor or the Secured Parties holders of the Credit Facility Obligations to the Collateral Agent in its capacity as Collateral Agent indicating that an Event of Default has occurred. The Collateral Agent shall have no obligation either prior to or after receiving such notice to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it. (eg) Notwithstanding anything to the contrary herein, nothing in this Pledge Agreement shall or shall be construed to (i) result in the security interest in Liens granted hereunder for the Pledged Collateral benefit of the Secured Noteholders not securing the Existing 1995 Senior Notes Note Obligations less than equally and ratably with the Credit Agreement Facility Obligations pursuant to Section 3.09 1005 of the Existing 1995 Senior Notes Indenture to the extent required or therein and (ii) modify or affect the rights of the Existing Senior Notes Holders Trustee or the Secured Noteholders to receive the pro rata share specified in Section 10.1(a) 9 hereof of any payments in respect of the Secured Obligations from the proceeds of any collection or sale of Pledged Collateral. (f) The parties hereto agree that the Existing Senior Notes Obligations and the Credit Agreement Obligations are, and will be, equally and ratably secured with each other by the Liens on the Pledged Collateral, and that it is their intention to give full effect to Collateral upon the equal and ratable provision exercise of Section 3.09 of the Existing Senior Notes Indenture, as in effect on the date hereof. To the extent that the rights and benefits herein or in any Collateral Documents conferred on the Existing Senior Notes Holders or the Existing Senior Notes Trustee shall be held to exceed the rights and benefits required so to be conferred remedies by such provisions, such rights and benefits shall be limited so as to provide such Existing Senior Notes Holders and the Existing Senior Notes Trustee only those rights and benefits that are required by such provisions. Any and all rights not herein expressly given to the Existing Senior Notes Trustee are expressly reserved to the Collateral Agent and the Secured Parties other than the Existing Senior Notes Secured Partieswith respect thereto.