DUTY TO
19
ASCERTAIN OR INQUIRE INTO THE PERFORMANCE OR OBSERVANCE BY ANY OTHER PARTY OF
THE TERMS OF THIS AGREEMENT, THE SECURITY AGREEMENT OR ANY OTHER AGREEMENT OR
DOCUMENT.
(H)
NONE OF THE PROVISIONS OF THIS AGREEMENT SHALL REQUIRE THE
COLLATERAL AGENT TO EXPEND OR RISK ITS OWN FUNDS OR OTHERWISE TO INCUR ANY
LIABILITY, FINANCIAL OR OTHERWISE, IN THE PERFORMANCE OF ANY OF ITS DUTIES
HEREUNDER, OR IN THE EXERCISE OF ANY OF ITS RIGHTS OR POWERS IF IT SHALL HAVE
REASONABLE GROUNDS FOR BELIEVING THAT REPAYMENT OF SUCH FUNDS OR INDEMNITY
SATISFACTORY TO IT AGAINST SUCH RISK OR LIABILITY IS NOT ASSURED TO IT.
Section 6.5
Limitations on Duties of the Collateral Agent.
(A)
THE COLLATERAL AGENT SHALL BE OBLIGED TO PERFORM SUCH DUTIES AND
ONLY SUCH DUTIES AS ARE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY
SECURITY DOCUMENT, AND NO IMPLIED COVENANTS OR OBLIGATIONS SHALL BE READ INTO
THIS AGREEMENT OR ANY SECURITY DOCUMENT AGAINST THE COLLATERAL AGENT.
THE
COLLATERAL AGENT SHALL, UPON RECEIPT OF A NOTICE OF DEFAULT FROM THE REQUIRED
LENDER REPRESENTATIVE AND DURING SUCH TIME AS SUCH NOTICE OF DEFAULT SHALL NOT
HAVE BEEN WITHDRAWN, EXERCISE THE RIGHTS AND POWERS VESTED IN IT BY THIS
AGREEMENT OR BY ANY SECURITY DOCUMENT, AND THE COLLATERAL AGENT SHALL NOT BE
LIABLE WITH RESPECT TO ANY ACTION TAKEN OR OMITTED BY IT IN ACCORDANCE WITH THE
DIRECTION OF THE REQUIRED LENDER REPRESENTATIVE PURSUANT TO SECTION 2.3.
(B)
EXCEPT AS HEREIN OTHERWISE EXPRESSLY PROVIDED, INCLUDING, WITHOUT
LIMITATION, UPON THE WRITTEN REQUEST OF THE REQUIRED LENDER REPRESENTATIVE
PURSUANT TO SECTION 2.3, THE COLLATERAL AGENT SHALL NOT BE UNDER ANY OBLIGATION
TO TAKE ANY ACTION WHICH IS DISCRETIONARY UNDER THE PROVISIONS HEREOF OR UNDER
ANY SECURITY DOCUMENT.
WHENEVER REFERENCE IS MADE IN THIS AGREEMENT OR IN THE
SECURITY AGREEMENT, THE CREDIT DOCUMENTS, THE INTERCREDITOR AGREEMENTS (AS SUCH
TERM IS DEFINED IN THE CREDIT AGREEMENT) OR THE SECURITY DOCUMENTS TO ANY ACTION
BY, CONSENT, DESIGNATION, SPECIFICATION, REQUIREMENT OR APPROVAL OF, NOTICE,
REQUEST OR OTHER 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
TO ANY AMENDMENT, WAIVER OR OTHER MODIFICATION OF THIS AGREEMENT OR IN THE
SECURITY AGREEMENT OR THE SECURITY DOCUMENTS 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, RIGHTS OR REMEDIES TO BE MADE (OR NOT TO BE MADE) BY THE COLLATERAL
AGENT, IT IS UNDERSTOOD THAT IN ALL CASES THE COLLATERAL AGENT SHALL BE ACTING,
GIVING, WITHHOLDING, SUFFERING, OMITTING, MAKING OR OTHERWISE UNDERTAKING AND
EXERCISING THE SAME (OR SHALL NOT BE UNDERTAKING AND EXERCISING THE SAME) AS
DIRECTED BY THE REQUIRED LENDER REPRESENTATIVE IN ACCORDANCE WITH THIS
SECTION 6.5(B).
THIS PROVISION IS INTENDED SOLELY FOR THE BENEFIT OF THE
COLLATERAL AGENT AND ITS SUCCESSORS AND PERMITTED ASSIGNS AND IS NOT INTENDED TO
AND WILL NOT ENTITLE