Common use of General Provisions Concerning the Collateral Agent Clause in Contracts

General Provisions Concerning the Collateral Agent. (a) The provisions of Article IX of the Credit Agreement shall inure to the benefit of the Collateral Agent, and shall be binding upon all Grantors and all Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in the Credit Agreement) and (iii) except as expressly set forth in the Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Grantor that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part. Neither the Collateral Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Security Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower.

General Provisions Concerning the Collateral Agent. (a) The provisions of Article IX 8 of the Credit Agreement shall inure to the benefit of the Collateral Agent, and shall be binding upon all Grantors and all Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) ), and (iii) except as expressly set forth in the Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Grantor that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part. Neither the Collateral Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them part under the Security Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconductDocuments. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the BorrowerBorrower or a Secured Party.

General Provisions Concerning the Collateral Agent. (a) The provisions of Article IX of the Credit Agreement shall inure to the benefit of the Collateral Agent, and shall be binding upon all Grantors and all Secured Parties, in connection with this Agreement and the other Security Collateral Documents. Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuingcontinuing and/or an Enforcement Notice is in effect, (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Collateral Documents that the Collateral Agent is required in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.01 of the Credit Agreement) ), and (iii) except as expressly set forth in the Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Grantor the Borrower that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law Law or by reason of any action or omission to act on its part. Neither part under the Collateral Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Security Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconductDocuments. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof an Enforcement Notice is given to the Collateral Agent by the BorrowerBorrower or a Secured Party with respect thereto.

General Provisions Concerning the Collateral Agent. (a) The provisions of Article IX VII of the Credit Agreement Indenture shall inure to the benefit of the Collateral Agent, and shall be binding upon all Grantors and all Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lenders holders of at least a majority in aggregate principal amount of the Notes (or such other number or percentage of the Lenders aggregate principal amount of Notes as shall be necessary under the circumstances as provided in the Credit Agreement) Indenture), and (iii) except as expressly set forth in the Loan Notes Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Grantor that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part. Neither the Collateral Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Security Documents or in connection therewith (a) at the request or with the approval of the Required Lenders holders of at least a majority in aggregate principal amount of the Notes (or, if otherwise specifically required hereunder, the consent of all the Lendersholders of Notes) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the BorrowerIssuer.

General Provisions Concerning the Collateral Agent. (a) The provisions of Article IX VII of the Credit Agreement Indenture (including, but not limited to indemnification provisions) shall inure to the benefit of the Collateral Agent, and shall be binding upon all Grantors and all Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lenders holders of at least a majority in aggregate principal amount of the Notes (or such other number or percentage of the Lenders aggregate principal amount of Notes as shall be necessary under the circumstances as provided in the Credit Agreement) and Indenture), (iii) except as expressly set forth in the Loan Notes Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Grantor that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacitycapacity and (iv) the Collateral Agent shall not be responsible or liable for any special, indirect or consequential loss or damage of any kind (including, but not limited to, lost profits), even if the Collateral Agent has been advised of the existence of such loss or damage and regardless of form of action. The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part. Neither the Collateral Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them under the Security Documents or in connection therewith (a) at the request or with the approval of the Required Lenders holders of at least a majority in aggregate principal amount of the Notes (or, if otherwise specifically required hereunder, the consent of all the Lendersholders of Notes) or (b) in the absence of its or their own bad faith, gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the BorrowerIssuer. (b) Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement to any discretionary 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 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 fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such written instruction, advice or concurrence of the holders of at least a majority in aggregate principal amount of the Notes. 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 the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

General Provisions Concerning the Collateral Agent. (a) The provisions of Article IX 8 of the Credit Agreement shall inure to the benefit of the Collateral Agent, and shall be binding upon all Lien Grantors and all Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08 of the Credit Agreement) ), and (iii) except as expressly set forth in the Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Grantor the Borrower that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part. Neither the Collateral Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them part under the Security Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconductDocuments. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the BorrowerBorrower or a Secured Party.

General Provisions Concerning the Collateral Agent. (a) The provisions of Article IX 9 of the Credit Agreement shall inure to the benefit of the Collateral Agent, and shall be binding upon all Grantors and all Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02 of the Credit Agreement) ), and (iii) except as expressly set forth in the Loan Credit Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to Holdings or any Grantor of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part. Neither the Collateral Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them part under the Security Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconductDocuments. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by Holdings, the BorrowerBorrower or a Secured Party.

General Provisions Concerning the Collateral Agent. (a) The provisions of Article IX By acceptance of the Credit benefits of this Agreement or any other Secured Obligation Documents, each Secured Party (whether or not a signatory hereto) shall inure be deemed irrevocably to consent to the benefit of appointment of, and the general provisions regarding, the Collateral Agent, Agent hereunder. (b) The Collateral Agent has been appointed by the Note Holders as collateral agent pursuant to the Indenture and shall be binding upon vested with all Grantors of the attendant rights, powers, benefits, privileges and protections set forth in the Indenture (including, without limitation, the right to compensation under Section 7.07 thereof), all of which are incorporated herein, mutatis mutandis, as if a part hereof. Each holder of Secured Parties, in connection with Obligations by accepting the benefits of this Agreement hereby appoints The Bank of New York Mellon (or any of its successors or assigns hereunder) as its collateral agent under this Agreement and the other Security Documents. Without limiting the generality of the foregoing, (i) and hereby authorizes the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless enter into the Aircraft Security Agreement. The actions of whether an Event of Default has occurred and is continuing, (ii) the Collateral Agent shall not have any duty hereunder and under the Aircraft Security Agreement are subject to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lenders (or such other number or percentage provisions of the Lenders as shall be necessary under the circumstances as provided in the Credit Agreement) Indenture and (iii) except as expressly set forth in the Loan Documents, the of this Article 13. The Collateral Agent shall not have the right hereunder and under the Aircraft Security Agreement to make demands, to give notices, to exercise or refrain from exercising any duty rights, and to disclosetake or refrain from taking action (including the release or substitution of the Collateral), in accordance with this Agreement, the Aircraft Security Agreement and the Indenture. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any failure to disclose, any information relating to any Grantor that is communicated to such agents or obtained attorneys-in-fact selected by the bank serving as Collateral Agent or any of its Affiliates it in any capacitygood faith. The Collateral Agent shall not may resign and a successor Collateral Agent may be responsible appointed in the manner provided in the Indenture for a successor Trustee. Upon the existence, genuineness or value acceptance of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part. Neither appointment as the Collateral Agent nor by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement and the Aircraft Security Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement the Aircraft Security Agreement. After any of their directorsretiring Collateral Agent’s resignation, officers, employees or agents the provisions hereof shall be liable inure to its benefit as such for to any action actions taken or omitted to be taken by it under this Agreement and the Aircraft Security Agreement while it was the Collateral Agent. (c) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or them interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for taking any necessary steps to preserve rights against any person with respect to any Collateral. (d) The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement, the Aircraft Security Agreement and its duties hereunder and thereunder, upon advice of counsel selected by it. (e) If any item of Collateral also constitutes collateral granted to the Collateral Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the Collateral Agent, in its sole discretion, shall select which provision or provisions shall control. (f) The powers conferred on the Collateral Agent hereunder and the Aircraft Security Documents Agreement are solely to protect the interests of the Collateral Agent in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. (g) Neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in connection therewith (a) at doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other person or to take any other action whatsoever with regard to the approval Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the Required Lenders (orexercise of such powers, if otherwise specifically required and neither it nor any of its officers, directors, employees or agents shall have any duty or liability or be responsible to any Grantor for any act or failure to act hereunder, the consent of all the Lenders) or (b) in the absence of except for its or their own bad faith, gross negligence or willful misconduct. The Collateral Agent shall have no duty or liability as to the taking of any necessary steps to preserve or protect the Collateral or to preserve rights against prior parties. Nothing contained in this Agreement shall be construed as requiring or obligating the Collateral Agent, and the Collateral Agent shall not be required or obligated, to (i) present or file any claim or notice or take any action with respect to any Collateral or in connection therewith or (ii) notify any Grantor of any decline in the value of any Collateral. The Collateral Agent shall have no duty as to the collection of any 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 any other rights pertaining thereto. (h) The Collateral Agent shall not be responsible for perfecting or maintaining the perfection of any security interest granted to it under this Agreement or the Aircraft Security Agreement or for filing, refiling, recording, re-recording or continuing any document, financing statement, notice or instrument in any public office at any time or times and shall not be responsible for seeing to the provision of insurance on or the payment of any taxes with respect to any property subject to this Agreement or the Aircraft Security Agreement. (i) No provision of this Agreement or the Aircraft Security Agreement shall be deemed not to have knowledge of impose any Event of Default unless duty or obligation on the Collateral Agent to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Collateral Agent shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation; and until written notice thereof is given no permissive or discretionary power or authority available to the Collateral Agent shall be construed to be a duty. (j) The Collateral Agent shall have the right hereunder and under the Aircraft Security Agreement to make demands, to give notices, to exercise or refrain from exercising any rights, and to make or refrain from taking action (including without limitation, the release or substitution of Collateral), in each case in accordance with this Agreement or the Aircraft Security Agreement and the Indenture. (k) Upon retiring, the Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement and the Aircraft Security Agreement. After any retiring Collateral Agent’s resignation, the provisions of this Agreement and the Aircraft Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement and the BorrowerAircraft Security Agreement while it was the Collateral Agent. (l) The Collateral Agent shall not have any liability hereunder except for its own gross negligence or willful misconduct and under no circumstances shall the Collateral Agent be liable for any special, punitive, exemplary or consequential damages. (i) Each Grantor jointly and severally agrees to defend, protect, indemnify and hold the Collateral Agent and its officers, employees, shareholders, directors, successors, assigns, agents, legal advisors, and financial advisors (each individually, an “Indemnitee” and collectively, the “Indemnitees”) harmless from and against any and all damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs and expenses of counsel) to the extent that they arise out of or otherwise result from this Agreement or the Aircraft Security Agreement (including, without limitation, enforcement of this Agreement or the Aircraft Security Agreement); provided, however, that the Grantors shall not have any obligation under this paragraph 13(m) to any Indemnitee to the extent caused by such Person’s gross negligence or willful misconduct. (ii) Each Grantor jointly and severally agrees to reimburse the Collateral Agent upon demand for the amount of any and all costs and expenses, including the reasonable out-of-pocket fees, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents, which the Collateral Agent may incur in connection with (A) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement or the Aircraft Security Agreement, (B) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (C) the exercise or enforcement of any of the rights of the Collateral Agent hereunder or under or the Aircraft Security Agreement or (D) services rendered as Collateral Agent. (iii) Without limiting the application of paragraphs 13(m)(i) or (ii) hereof, each Grantor agrees to pay, or reimburse the Collateral Agent for, any and all third party fees, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation or protection of the Collateral Agent’s security interest in the Collateral, including, without limitation, all fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge or any taxes or Lien upon or in respect of the Collateral, premiums for insurance with respect to the Collateral and all other fees, costs and expenses in connection with protecting, maintaining or preserving the Collateral and the Collateral Agent’s interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral. (iv) If and to the extent that the obligations of a Grantor under this paragraph 13(m) are unenforceable for any reason, such Grantor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. (n) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in accordance with the direction of the Instructing Secured Parties by an Act of Instructing Secured Parties and shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action; provided that the Collateral Agent may refuse to follow any such direction that would involve it in personal liability.

General Provisions Concerning the Collateral Agent. (a) The provisions of Article IX 8 of the Credit Agreement shall inure to the benefit of the Collateral Agent, and shall be binding upon all Lien Grantors and all Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default (or any default or event of default under the AC Holdings Bonds) has occurred and is continuingcontinuing and/or an Enforcement Notice is in effect, (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) ), and (iii) except as expressly set forth in the Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Grantor the Borrower that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part. Neither the Collateral Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them part under the Security Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconductDocuments. The Collateral Agent shall be deemed not to have knowledge of any Event of Default (or any default or event of default under the AC Holdings Bonds) unless and until written notice thereof an Enforcement Notice is given to the Collateral Agent by the BorrowerBorrower or a Secured Party with respect thereto. Except for the obligation of the Collateral Agent to make distributions in respect of the Secured Bond Obligations under Section 13, none of the Lender Parties shall be under any fiduciary, contractual or other duty to any holder of Secured Bond Obligations or any trustee on any of their behalf.

General Provisions Concerning the Collateral Agent. (a) The provisions of Article IX 8 of the Credit Agreement shall inure to the benefit of the Administrative Agent and the Collateral Agent, to the extent provided for therein, and shall be binding upon all Grantors and all Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing, (i) the Administrative Agent and the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Administrative Agent and the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Administrative Agent and the Collateral Agent is are required in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in the Credit Agreement) Majority Lenders, and (iii) except as expressly set forth in the Loan Documents, the Administrative Agent and the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Grantor that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Administrative Agent and the Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part. Neither the Collateral Agent nor any of their directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them part under the Security Documents or in connection therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith, gross negligence or willful misconductDocuments. The Administrative Agent and the Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the BorrowerBorrower or a Secured Party.