Common use of Limitation on Duty of the Collateral Agent in Respect of Collateral Clause in Contracts

Limitation on Duty of the Collateral Agent in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee (including, for the avoidance of doubt, the First Lien First Out Administrative Agent) or as to the preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of Collateral in its possession if such Collateral is accorded treatment substantially equal to which that it accords its own property, and the Collateral Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee (including, for the avoidance of doubt, the First Lien First Out Administrative Agent) selected by the Collateral Agent in good faith. (b) The Collateral Agent will not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Agent hereby disclaims any representation or warranty to the current and future holders of the Second-Out Obligations concerning the perfection of the security interests granted to it or in the value of any Collateral. The Collateral Agent shall not be under any obligation any holder of Second-Out Obligations to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this or any other Security Document or the FOSO Intercreditor Agreement or to inspect the properties, books or records of the Borrower or any Grantor. (c) In the event 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 fiduciary or trust obligation for the benefit of another, which in Collateral Agent’s sole discretion may cause it to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause it to incur liability under CERCLA or any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such action, to either resign or arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Agent shall not be liable to any person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or under the other Second-Out Credit Documents or relating to the discharge, release or threatened release of hazardous materials into the environment and the Grantors shall indemnify the Collateral Agent pursuant to the provisions of Section 5.6 in connection with any claim, litigation, investigation or proceedings relating to any of the foregoing.

Limitation on Duty of the Collateral Agent in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee (including, for the avoidance of doubt, the First Lien First Out Administrative Agent) or as to the preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateralthereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of Collateral in its possession if such Collateral is accorded treatment substantially equal to which that it accords its own property, and the Collateral Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee (including, for the avoidance of doubt, the First Lien First Out Administrative Agent) selected by the Collateral Agent in good faith. (b) . The Collateral Agent will not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral Agent, as determined by a court of competent jurisdiction in a final, non-appealable order, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Agent hereby disclaims any representation or warranty to the current present and future holders of the Second-Out Obligations concerning the perfection of the security interests Liens granted to it hereunder or in the value of any Collateral. The Collateral Agent shall not be under any obligation any holder of Second-Out Obligations to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this or any other Security Document or the FOSO Intercreditor Agreement or to inspect the properties, books or records of the Borrower or any GrantorCollateral. (c) In the event 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 fiduciary or trust obligation for the benefit of another, which in Collateral Agent’s sole discretion may cause it to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause it to incur liability under CERCLA or any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such action, to either resign or arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Agent shall not be liable to any person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or under the other Second-Out Credit Documents or relating to the discharge, release or threatened release of hazardous materials into the environment and the Grantors shall indemnify the Collateral Agent pursuant to the provisions of Section 5.6 in connection with any claim, litigation, investigation or proceedings relating to any of the foregoing.

Limitation on Duty of the Collateral Agent in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody thereof, none of the Collateral Agent or any Credit Party shall have no any duty as to exercise any rights or take any steps to preserve the rights of any Loan Party in the Collateral in its or their possession or control or in the possession or control of any agent or bailee (including, for the avoidance of doubt, the First Lien First Out Administrative Agent) or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto and thereto, nor shall the Collateral Agent or any Credit Party be liable to any Loan Party or any other Person for failure to meet any obligation imposed by Section 9-207 of the UCC or any successor provision. Each Loan Party agrees to the extent it may lawfully do so that the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time be required to, nor shall the Collateral Agent be liable to any Loan Party for any failure to, account separately to any Loan Party for amounts received or times or otherwise perfecting or maintaining applied by the perfection Collateral Agent from time to time in respect of any Liens on the CollateralCollateral pursuant to the terms of this Agreement. The Without limiting the foregoing, the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such the Collateral is accorded treatment substantially equal to that which that it the Collateral Agent accords its own property, and the Collateral Agent (i) shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee (including, for the avoidance of doubt, the First Lien First Out Administrative Agent) selected by the Collateral Agent in good faith. faith absent gross negligence or willful misconduct and (bii) The Collateral Agent will shall not be responsible have any duty or responsibility for the existenceascertaining or taking action with respect to calls, genuineness conversions, exchanges, maturities, tenders or value of other matters relative to any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, for the validity whether or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Agent hereby disclaims any representation or warranty to the current and future holders of the Second-Out Obligations concerning the perfection of the security interests granted to it or in the value of any Collateral. The Collateral Agent shall not be under any obligation any holder of Second-Out Obligations to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this or any other Security Document or the FOSO Intercreditor Agreement or to inspect the properties, books or records of the Borrower or any Grantor. (c) In the event that the Collateral Agent has or is required deemed to acquire title to an asset for any reason, or take any managerial action have knowledge of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in Collateral Agent’s sole discretion may cause it to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seqsuch matters., or otherwise cause it to incur liability under CERCLA or any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such action, to either resign or arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Agent shall not be liable to any person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or under the other Second-Out Credit Documents or relating to the discharge, release or threatened release of hazardous materials into the environment and the Grantors shall indemnify the Collateral Agent pursuant to the provisions of Section 5.6 in connection with any claim, litigation, investigation or proceedings relating to any of the foregoing.