Common use of No Trust or Fiduciary Relationship Clause in Contracts

No Trust or Fiduciary Relationship. The Collateral Agent shall not be deemed to be in a relation of trust or confidence with any Creditor Representative or Creditor by reason of this Agreement, and shall not owe any fiduciary, trust or other special duties to any Creditor or Creditor Representative by reason of this Agreement. To the extent the Collateral Agent is requested to exercise any discretion or to make any determination with respect to any provision of the Pledge Agreement or with respect to any of the Collateral, including the sufficiency, adequacy or acceptability of any document or any other item furnished to the Collateral Agent, or compliance by the Company or any Pledgor Subsidiary with any of the provisions of the Pledge Agreement, the Collateral Agent shall notify the Creditor Representatives in writing, together with a copy of the document, item or request, as applicable. The parties hereto acknowledge that Collateral Agent’s duties do not include any discretionary authority, determination, control or responsibility with respect to the Pledge Agreement or any Collateral, notwithstanding any rights or discretion that may be granted to the Collateral Agent in the Pledge Agreement. The Collateral Agent shall have no obligation, duty or responsibility to exercise any such discretion except as directed in writing by the Majority Representatives or the chair of the Enforcement Committee and solely to the extent the Collateral Agent is indemnified to its satisfaction. The provisions of this Agreement, including, without limitation those provisions relating to the rights, duties, powers, privileges, protections and indemnification of the Collateral Agent shall apply with respect to any actions taken or not taken by the Collateral Agent under the Pledge Agreement. The Collateral Agent shall be responsible only for the performance of such duties as are expressly set forth herein. The Collateral Agent shall not be responsible for any action taken or not taken by it under this Agreement or with respect to any Pledge Agreement at the request or direction of the Majority Representatives, the chair of the Enforcement Committee or any Creditor.

No Trust or Fiduciary Relationship. (a) The Collateral Agent and the Term Loan Agent shall not be deemed to be in a relation relationship of trust or confidence with any Creditor Representative or Creditor of the Revolver Lenders by reason of this Agreement, and shall not owe any fiduciary, trust or other special duties to any Creditor or Creditor Representative of the Revolver Lenders by reason of this Agreement. To The provisions of this Agreement, including, without limitation those provisions relating to the extent rights, duties, powers, privileges, protections and indemnification of the Collateral Term Loan Agent is requested to exercise any discretion or to make any determination in favor of the Term Loan Agent in the Term Loan Agreement and the Term Loan Documents shall apply with respect to any provision actions taken or not taken by the Term Loan Agent under this Agreement. The Term Loan Agent shall be responsible only for the performance of the Pledge such duties as are expressly set forth herein. The Term Loan Agent shall not be responsible for any action taken or not taken by it under this Agreement or with respect to any of Term Loan Documents at the Collateral, including the sufficiency, adequacy request or acceptability direction of any document Revolver Lenders. (b) The Collateral Agent and the Revolver Agent shall not be deemed to be in a relationship of trust or any other item furnished to the Collateral Agent, or compliance by the Company or any Pledgor Subsidiary confidence with any of the provisions Term Loan Lenders by reason of this Agreement, and shall not owe any fiduciary, trust or other special duties to any of the Pledge Term Loan Lenders by reason of this Agreement, the Collateral Agent shall notify the Creditor Representatives in writing, together with a copy of the document, item or request, as applicable. The parties hereto acknowledge that Collateral Agent’s duties do not include any discretionary authority, determination, control or responsibility with respect to the Pledge Agreement or any Collateral, notwithstanding any rights or discretion that may be granted to the Collateral Agent in the Pledge Agreement. The Collateral Agent shall have no obligation, duty or responsibility to exercise any such discretion except as directed in writing by the Majority Representatives or the chair of the Enforcement Committee and solely to the extent the Collateral Agent is indemnified to its satisfaction. The provisions of this Agreement, including, without limitation those provisions relating to the rights, duties, powers, privileges, protections and indemnification of the Collateral Agent shall apply with respect to any actions taken or not taken by the Collateral Agent 50 under the Pledge this Agreement. The Collateral Agent shall be responsible only for the performance of such duties as are expressly set forth herein. The Collateral Agent shall not be responsible for any action taken or not taken by it under this Agreement or with respect to any Pledge Agreement at the request or direction of the Majority Representatives, the chair of the Enforcement Committee or any Creditor.

No Trust or Fiduciary Relationship. (a) The Collateral Agent shall not be deemed to be in a relation relationship of trust or confidence with any Creditor Representative or Creditor of the ABL Secured Parties by reason of this Agreement, and shall not owe any fiduciary, trust or other special duties to any Creditor or Creditor Representative of the ABL Secured Parties by reason of this Agreement. To the extent the Collateral Agent is requested to exercise any discretion or to make any determination with respect to any provision of the Pledge Agreement or with respect to any of the Collateral, including the sufficiency, adequacy or acceptability of any document or any other item furnished to the Collateral Agent, or compliance by the Company or any Pledgor Subsidiary with any of the provisions of the Pledge Agreement, the Collateral Agent shall notify the Creditor Representatives in writing, together with a copy of the document, item or request, as applicable. The parties hereto acknowledge that Collateral Agent’s duties do not include any discretionary authority, determination, control determination or responsibility with respect to the Pledge Agreement any Noteholder Document or any Collateral, notwithstanding any rights or discretion that may be granted to the Collateral Agent in the Pledge Agreement. The Collateral Agent shall have no obligation, duty or responsibility to exercise any such discretion except as directed in writing by the Majority Representatives or the chair of the Enforcement Committee and solely to the extent the Collateral Agent is indemnified to its satisfactionNoteholder Documents. The provisions of this Agreement, including, without limitation those provisions relating to the rights, duties, powers, privileges, protections and indemnification of the Collateral Agent in favor of the Collateral Agent in the Indenture and Noteholder Security Agreement shall apply with respect to any actions taken or not taken by the Collateral Agent under the Pledge this Agreement. The Collateral Agent shall be responsible only for the performance of such duties as are expressly set forth herein. The Collateral Agent shall not be responsible for any action taken or not taken by it under this Agreement or with respect to any Pledge Agreement Noteholder Documents at the request or direction of the Majority Representatives, the chair any Note Claimholders. (b) The ABL Agent shall not be deemed to be in a relationship of trust or confidence with any of the Enforcement Committee Note Claimholders by reason of this Agreement, and shall not owe any fiduciary, trust or other special duties to any Creditorof the Note Claimholders by reason of this Agreement. The provisions of this Agreement, including, without limitation those provisions relating to the rights, duties, powers, privileges, protections and indemnification of the ABL Agent in favor of the ABL Agent in the ABL Agreement and the ABL Security Documents shall apply with respect to any actions taken or not taken by the ABL Agent under this Agreement. The ABL Agent shall be responsible only for the performance of such duties as are expressly set forth herein. The ABL Agent shall not be responsible for any action taken or not taken by it under this Agreement or with respect to any ABL Loan Documents at the request or direction of any ABL Lenders.

No Trust or Fiduciary Relationship. (a) The Collateral Agent shall not be deemed to be in a relation relationship of trust or confidence with any Creditor Representative Notes Secured Party or Creditor any other Person (including any beneficiary under the Intercreditor Agreement) by reason of this Agreement, and shall not owe any fiduciary, trust or other special duties to any Creditor Secured Party or Creditor Representative any other Person (including any beneficiary under the Intercreditor Agreement) by reason of this Agreement. To the extent the Collateral Agent is requested to or is entitled to exercise any discretion or to make any determination with respect to any provision of the Pledge Agreement Collateral Documents or with respect to any of the Collateral, including the sufficiency, adequacy or acceptability of any document or any other item furnished to the Collateral Agent, or compliance by the Company an Assignor or any Pledgor Restricted Subsidiary with any of the provisions of the Pledge AgreementCollateral Documents, the Collateral Agent shall notify the Creditor Representatives Notes Secured Parties in writing, together with a copy of the document, item or request, as applicable. . (b) The parties hereto acknowledge that Collateral Agent’s duties do not include any discretionary authority, determination, control or responsibility with respect to the Pledge Agreement any Collateral Document or any Collateral, notwithstanding any rights or discretion that may be granted to the Collateral Agent in the Pledge Agreement. The such Collateral Agent shall have no obligation, duty or responsibility to exercise any such discretion except as directed in writing by the Majority Representatives or the chair of the Enforcement Committee and solely to the extent the Collateral Agent is indemnified to its satisfactionDocument. The provisions of this Agreement, including, without limitation those provisions relating to the rights, duties, powers, privileges, protections and indemnification of the Collateral Agent shall apply with respect to any actions taken or not taken by the Collateral Agent under the Pledge Agreement. any Collateral Documents. (c) The Collateral Agent shall be responsible only for the performance of such duties as are expressly set forth hereinherein and no implied covenants, functions or responsibilities shall be read into this Agreement or otherwise exist against Collateral Agent. The Collateral Agent shall not be responsible for any action taken or not taken by it under this Agreement or with respect to any Pledge Agreement Collateral Documents at the request or direction of the Majority Representativesany other Notes Secured Party. (d) The Collateral Agent shall have no duty to act, the chair consent or request any action of the Enforcement Committee Assignors or any Creditorother Person in connection with this Agreement (including all schedules and exhibits attached hereto) unless the Collateral Agent shall have received written direction from the Trustee.

No Trust or Fiduciary Relationship. (a) The Collateral Agent shall not be deemed to be in a relation relationship of trust or confidence with any Creditor Representative or Creditor of the ABL Secured Parties by reason of this Agreement, and shall not owe any fiduciary, trust or other special duties to any Creditor or Creditor Representative of the ABL Secured Parties by reason of this Agreement. To the extent the Collateral Agent is requested to exercise any discretion or to make any determination with respect to any provision of the Pledge Agreement or with respect to any of the Collateral, including the sufficiency, adequacy or acceptability of any document or any other item furnished to the Collateral Agent, or compliance by the Company or any Pledgor Subsidiary with any of the provisions of the Pledge Agreement, the Collateral Agent shall notify the Creditor Representatives in writing, together with a copy of the document, item or request, as applicable. The parties hereto acknowledge that Collateral Agent’s duties do not include any discretionary authority, determination, control determination or responsibility with respect to the Pledge Agreement any Noteholder Document or any Collateral, notwithstanding any rights or discretion that may be granted to the Collateral Agent in the Pledge Agreement. The Collateral Agent shall have no obligation, duty or responsibility to exercise any such discretion except as directed in writing by the Majority Representatives or the chair of the Enforcement Committee and solely to the extent the Collateral Agent is indemnified to its satisfactionNoteholder Documents. The provisions of this Agreement, including, without limitation those provisions relating to the rights, duties, powers, privileges, protections and indemnification of the Collateral Agent in favor of the Collateral Agent in the Indenture and Noteholder Security Agreement shall apply with respect to any actions taken or not taken by the Collateral Agent under the Pledge this Agreement. The Collateral Agent shall be responsible only for the performance of such duties as are expressly set forth herein. The Collateral Agent shall not be responsible for any action taken or not taken by it under this Agreement or with respect to any Pledge Agreement Noteholder Documents at the request or direction of the Majority Representatives, the chair any Note Claimholders. (b) The ABL Agent shall not be deemed to be in a relationship of trust or confidence with any of the Enforcement Committee Note Claimholders by reason of this Agreement, and shall not owe any fiduciary, trust or other special duties to any Creditorof the Note Claimholders by reason of this Agreement. The provisions of this Agreement, including, without limitation those provisions relating to the rights, duties, powers, privileges, protections and indemnification of the ABL Agent in favor of the ABL Agent in the ABL Loan Documents shall apply with respect to any actions taken or not taken by the ABL Agent under this Agreement. The ABL Agent shall be responsible only for the performance of such duties as are expressly set forth herein. The ABL Agent shall not be responsible for any action taken or not taken by it under this Agreement or with respect to any ABL Loan Documents at the request or direction of any ABL Lenders. [Signature page follows.]

No Trust or Fiduciary Relationship. (a) The Term Loan Collateral Agent shall not be deemed to be in a relation relationship of trust or confidence with any Creditor Representative or Creditor of the ABL Secured Parties by reason of this Agreement, and shall not owe any fiduciary, trust or other special duties to any Creditor or Creditor Representative of the ABL Secured Parties by reason of this Agreement. To the extent the Collateral Agent is requested to exercise any discretion or to make any determination with respect to any provision of the Pledge Agreement or with respect to any of the Collateral, including the sufficiency, adequacy or acceptability of any document or any other item furnished to the Collateral Agent, or compliance by the Company or any Pledgor Subsidiary with any of the provisions of the Pledge Agreement, the Collateral Agent shall notify the Creditor Representatives in writing, together with a copy of the document, item or request, as applicable. The parties hereto acknowledge that Collateral Agent’s duties do not include any discretionary authority, determination, control or responsibility with respect to the Pledge Agreement or any Collateral, notwithstanding any rights or discretion that may be granted to the Collateral Agent in the Pledge Agreement. The Collateral Agent shall have no obligation, duty or responsibility to exercise any such discretion except as directed in writing by the Majority Representatives or the chair of the Enforcement Committee and solely to the extent the Collateral Agent is indemnified to its satisfaction. The provisions of this Agreement, including, without limitation those provisions relating to the rights, duties, powers, privileges, protections and indemnification of the Term Loan Collateral Agent in favor of the Term Loan Lenders in the Term Loan Agreement and the other Term Loan Documents shall apply with respect to any actions taken or not taken by the Term Loan Collateral Agent under the Pledge this Agreement. The Term Loan Collateral Agent shall be responsible only for the performance of such duties as are expressly set forth herein. The Term Loan Collateral Agent shall not be responsible for any action taken or not taken by it under this Agreement or with respect to any Pledge Agreement Term Loan Documents at the request or direction of the Majority Representatives, the chair any Term Loan Secured Parties. (b) The ABL Collateral Agent shall not be deemed to be in a relationship of trust or confidence with any of the Enforcement Committee Term Loan Secured Parties by reason of this Agreement, and shall not owe any fiduciary, trust or other special duties to any Creditorof the Term Loan Secured Parties by reason of this Agreement. The provisions of this Agreement, including, without limitation those provisions relating to the rights, duties, powers, privileges, protections and indemnification of the ABL Collateral Agent in favor of the ABL Lenders in the ABL Agreement and the other ABL Loan Documents shall apply with respect to any actions taken or not taken by the ABL Collateral Agent under this Agreement. The ABL Collateral Agent shall be responsible only for the performance of such duties as are expressly set forth herein. The ABL Collateral Agent shall not be responsible for any action taken or not taken by it under this Agreement or with respect to any ABL Loan Documents at the request or direction of any ABL Lenders.

No Trust or Fiduciary Relationship. The Collateral Agent ---------------------------------- shall not be deemed to be in a relation of trust or confidence with any Creditor Representative or Creditor by reason of this Agreement, and shall not owe any fiduciary, trust or other special duties to any Creditor or Creditor Representative by reason of this Agreement. To the extent the Collateral Agent is requested to exercise any discretion or to make any determination with respect to any provision of the Pledge Agreement Collateral Documents or with respect to any of the Collateral, including the sufficiency, adequacy or acceptability of any document or any other item furnished to the Collateral Agent, or compliance by the Company or any Pledgor Restricted Subsidiary with any of the provisions of the Pledge AgreementCollateral Documents, the Collateral Agent shall notify the Creditor Representatives in writing, together with a copy of the document, item or request, as applicable. The parties hereto acknowledge that Collateral Agent’s 's duties do not include any discretionary authority, determination, control or responsibility with respect to the Pledge Agreement any Collateral Document or any Collateral, notwithstanding any rights or discretion that may be granted to the Collateral Agent in the Pledge Agreementsuch Collateral Documents. The Collateral Agent shall have no obligation, duty or responsibility to exercise any such discretion except as directed in writing by the Majority Representatives or the chair of the Enforcement Committee and solely to the extent the Collateral Agent is indemnified to its satisfaction. The provisions of this Agreement, including, without limitation those provisions relating to the rights, duties, powers, privileges, protections and indemnification of the Collateral Agent shall apply with respect to any actions taken or not taken by the Collateral Agent under the Pledge Agreementany Collateral Documents. The Collateral Agent shall be responsible only for the performance of such duties as are expressly set forth herein. The Collateral Agent shall not be responsible for any action taken or not taken by it under this Agreement or with respect to any Pledge Agreement Collateral Documents at the request or direction of the Majority Representatives, the chair of the Enforcement Committee or any Creditor.