Common use of Limitations on Duties of the Closed-End Collateral Agent Clause in Contracts

Limitations on Duties of the Closed-End Collateral Agent. (a) The Closed-End Collateral Agent undertakes to perform only the duties expressly set forth herein. (b) The Closed-End Collateral Agent may exercise the rights and powers granted to it by this Collateral Agency Agreement and the Collateral Documents, together with such powers as are reasonably incidental thereto, but only pursuant to the terms of this Collateral Agency Agreement, and the Closed-End Collateral Agent shall not be liable with respect to any action taken or omitted by it in accordance with the direction of the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf). (c) Except as herein otherwise expressly provided, the Closed-End Collateral Agent shall not be under any obligation to take any action that is discretionary on the part of the Closed-End Collateral Agent under the provisions hereof or under any Collateral Document except upon the written request of the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf) pursuant to this Collateral Agency Agreement. The Closed-End Collateral Agent shall make available for inspection and copying by each Secured Party each certificate or other paper furnished to the Closed-End Collateral Agent by the Borrower or any Secured Party, under or in respect of this Collateral Agency Agreement, any Collateral Document or any of the Collateral. (d) The Closed-End Collateral Agent shall not be liable for any error of judgment made in good faith by an officer thereof, unless it shall be proved that the Closed-End Collateral Agent was grossly negligent or engaged in willful misconduct in ascertaining the pertinent facts. (e) Unless otherwise provided herein, the Closed-End Collateral Agent may execute any of its powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Closed-End Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (f) The Closed-End Collateral Agent shall not be deemed to have notice of any event of default with respect to any Warehouse Facility or Closed-End Exchange Note unless and until any Secured Party (or the Deal Agent on its behalf) or the Borrower has given it written notice thereof.