Common use of Action by Collateral Agent Clause in Contracts

Action by Collateral Agent. Subject to the Equal Priority Intercreditor Agreement, notwithstanding anything to the contrary set forth herein, the Collateral Agent shall not: (A) be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing; and (B) have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor, or any Subsidiary or Affiliate thereof, that is communicated to, or obtained by, the Person serving as the Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given in writing to the Collateral Agent by a Secured Party, and the Collateral Agent shall not be responsible for, or have any duty to ascertain or inquire into: (I) any statement, warranty or representation made in, or in connection with, this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture; (II) the contents of any certificate, report, or other document delivered under, or in connection with, this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture; (III) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in this Agreement, any other Loan Document, the 2026 First Lien Notes Indenture, or the occurrence of any Default or Event of Default; (IV) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document, the 2026 First Lien Notes Indenture, or any other agreement, instrument or document, or the creation, perfection or priority of any Lien created, or purported to be created, by the Collateral Documents; (V) the value or the sufficiency of any Collateral; or (VI) the satisfaction of any condition set forth in this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent.

Action by Collateral Agent. Subject to the Equal Priority Intercreditor Agreement, notwithstanding anything to the contrary The Collateral Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not: (A) not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing; , (b) 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 hereby that the Collateral Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as provided in Section 7.1), and (Bc) except as expressly set forth herein, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor, the Borrower or any Subsidiary or Affiliate thereof, of its Subsidiaries that is communicated to, to or obtained by, by the Person bank serving as the Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as provided in Section 7.1) or otherwise. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default thereof is given in writing to the Collateral Agent by a another Secured Party, and the Collateral Agent shall not be responsible for, for or have any duty to ascertain or inquire into: into (Ii) any statement, warranty or representation made in, in or in connection with, with this Agreement, Agreement or any other Loan Document, or the 2026 First Lien Notes Indenture; (IIii) the contents of any certificate, report, report or other document delivered under, under or in connection with, with this Agreement, Agreement or any other Loan Document, or the 2026 First Lien Notes Indenture; (IIIiii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in this Agreement, any other Loan Document, the 2026 First Lien Notes Indenture, or the occurrence of any Default or Event of Default; (IViv) the validity, enforceability, effectiveness or genuineness of this Agreement, any the other Loan Document, the 2026 First Lien Notes Indenture, Documents or any other agreement, instrument or document, or the creation, perfection or priority of any Lien created, or purported to be created, by the Collateral Documents; (V) the value or the sufficiency of any Collateral; or (VIv) the satisfaction of any condition set forth in this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent.

Action by Collateral Agent. Subject to the Equal Priority Intercreditor Agreement, notwithstanding anything to the contrary The Collateral Agent shall not have any duties or obligations except those expressly set forth hereinherein and the other Credit Documents. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not: (A) not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing; , (b) 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 hereby that the Collateral Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 7.1), and (Bc) except as expressly set forth herein, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligorthe Pledgors, the Borrower or any Subsidiary or Affiliate thereof, of its subsidiaries that is communicated to, to or obtained by, by the Person bank serving as the Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 7.1) or otherwise, in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default thereof is given in writing to the Collateral Agent by the Borrower, any Administrative Agent or a Secured PartyLender, and the Collateral Agent shall not be responsible for, for or have any duty to ascertain or inquire into: into (Ii) any statement, warranty or representation made in, in or in connection with, with this Agreement, Agreement or any other Loan Credit Document, or the 2026 First Lien Notes Indenture; (IIii) the contents of any certificate, report, report or other document delivered under, under or in connection with, with this Agreement, Agreement or any other Loan Credit Document, or the 2026 First Lien Notes Indenture; (IIIiii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in this Agreement, any other Loan Credit Document, the 2026 First Lien Notes Indenture, or the occurrence of any Default or Event of Default; (IViv) the validity, enforceability, effectiveness or genuineness of this Agreement, any the other Loan Document, the 2026 First Lien Notes Indenture, Credit Documents or any other agreement, instrument or document, or the creation, perfection or priority of any Lien created, or purported to be created, by the Collateral Documents; (V) the value or the sufficiency of any Collateral; or (VIv) the satisfaction of any condition set forth in this Agreement, any other Loan Credit Document, or the 2026 First Lien Notes Indenture, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent.

Action by Collateral Agent. Subject The Collateral Agent shall have no duty to take any discretionary or permissive action or exercise any discretionary or permissive powers. In the Equal Priority Intercreditor Agreementevent that any provision of this Agreement or any other Transaction Document implies or requires that action or forbearance from action be taken by a party but is silent as to which party has the duty to act or refrain from acting, notwithstanding anything the parties hereto agree that the Collateral Agent shall not be the party required to take the contrary set forth hereinaction or refrain from acting. In all cases, the Collateral Agent shall not: be fully justified in failing or refusing to act hereunder unless it shall %3. receive reasonable, written instructions from (Ai) the holders of a majority in interest of the Class A Partnership Units, (collectively, such Persons the “Directing Secured Parties”), or (ii) all the Secured Parties, as applicable, in each case, together with a certificate from the General Partner certifying, as applicable, as to the holdings of the Class A Partnership Units or the identity of each Secured Party and specifying the action to be subject taken and %3. be indemnified to its satisfaction by the Secured Parties against any fiduciary and all liability and expenses (including, without limitation, counsel fees and expenses) which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Collateral Agent shall be binding on all of the Secured Parties. Each party hereto (other implied dutiesthan the Collateral Agent) hereby agrees to cause the General Partner to confirm in writing to Collateral Agent, regardless promptly upon the request of whether a Default Collateral Agent and promptly following any transfer or new issuance of any Partnership Units, the identity of, contact information for, and, if applicable, the Percentage Interest, of each Secured Party, upon which confirmation the Collateral Agent may conclusively rely without investigation. If an Event of Default has occurred and is continuing; , then the Collateral Agent shall take such action with respect to such Event of Default as shall be directed by the Directing Secured Parties in the written instructions (with indemnities) described in this Section 9.4, provided that, unless and until the Collateral Agent shall have received such directions, the Collateral Agent may (Bbut shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable in the best interests of the Secured Parties. In no event, however, shall the Collateral Agent be required to take any action if it shall have any duty reasonably determined, or shall have been advised by its counsel, that such action is likely to discloseresult in liability on the part of the Collateral Agent or which is contrary to this Pledge Agreement, and the Transaction Documents or applicable law. The Collateral Agent shall not be liable for any action taken or not taken by it with the failure to disclose, any information relating to any Obligor, consent or any Subsidiary at the request of the Directing Secured Parties or Affiliate thereof, that is communicated to, or obtained by, the Person serving as the Collateral Agent or any of its Affiliates in any capacitySecured Parties. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given in writing Notwithstanding anything to the Collateral Agent by a Secured Partycontrary herein, and the Collateral Agent shall not be responsible for, liable for any action taken or have not taken by it hereunder or under any duty other document or instrument referred to ascertain or inquire into: (I) any statement, warranty provided for herein or representation made in, therein or in connection withherewith or therewith including its own ordinary negligence, this Agreement, any other Loan Document, except for its own gross negligence or the 2026 First Lien Notes Indenture; (II) the contents willful misconduct as determined by a court of any certificate, report, or other document delivered under, or in connection with, this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture; (III) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in this Agreement, any other Loan Document, the 2026 First Lien Notes Indenture, or the occurrence of any Default or Event of Default; (IV) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document, the 2026 First Lien Notes Indenture, or any other agreement, instrument or document, or the creation, perfection or priority of any Lien created, or purported to be created, competent jurisdiction by the Collateral Documents; (V) the value or the sufficiency of any Collateral; or (VI) the satisfaction of any condition set forth in this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture, other than to confirm receipt of items expressly required to be delivered to the Collateral Agenta final and non-appealable judgment.

Action by Collateral Agent. Subject In taking any action on behalf of the Purchasers and exercising such powers and performing such duties under this Agreement and the Collateral Documents as are granted to the Equal Priority Intercreditor AgreementCollateral Agent hereunder and thereunder, except to the extent otherwise provided under herein or in the Documents, the Collateral Agent shall act in each case in accordance with the instructions of the Required Purchasers; provided, however, that, notwithstanding anything any provision to the contrary set forth hereinherein or in any other Document, without the consent of all Purchasers, the Collateral Agent shall not: , and may not be directed to, release any of the Collateral or terminate any Collateral Document, except in connection with a sale or other disposition of Collateral as contemplated by or permitted under the Securities Purchase Agreement or any Collateral Document (including as a result of a exercise of any rights or remedies in respect of any Collateral), as otherwise contemplated or permitted hereunder or under the Collateral Documents or as contemplated by this subsection (b). The Purchasers irrevocably authorize the Collateral Agent (i) to release any Lien on any property granted to or held by the Collateral Agent under any Collateral Document (A) upon the payment in full of all Obligations (other than contingent indemnification obligations), (B) that is sold or to be subject sold as part of or in connection with any such sale or disposition of Collateral contemplated by or permitted under this Agreement or under any other Collateral Document, (C) if approved, authorized or ratified in writing by the Purchasers, or (D) as ordered pursuant to any fiduciary applicable law under a final and nonappealable order or other implied duties, regardless judgment of whether a Default or Event court of Default has occurred and is continuingcompetent jurisdiction; and (Bii) have to subordinate any duty Lien on any Collateral to disclose, and shall not be liable for the failure to disclose, holder of any information relating to any Obligor, or any Subsidiary or Affiliate thereof, senior Lien on such property that is communicated to, permitted by the Securities Purchase Agreement or obtained by, the Person serving as Debentures. Upon request by the Collateral Agent or at any of its Affiliates in any capacity. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given time, the Purchasers will confirm in writing to the Collateral Agent by a Secured Party, and the Collateral Agent shall not be responsible for, or have any duty to ascertain or inquire into: (I) any statement, warranty or representation made in, or in connection with, this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture; (II) the contents of any certificate, report, or other document delivered under, or in connection with, this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture; (III) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in this Agreement, any other Loan Document, the 2026 First Lien Notes Indenture, or the occurrence of any Default or Event of Default; (IV) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document, the 2026 First Lien Notes Indenture, or any other agreement, instrument or document, or the creation, perfection or priority of any Lien created, or purported to be created, by the Collateral Documents; (V) the value or the sufficiency of any Collateral; or (VI) the satisfaction of any condition set forth in this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent's authority to release or subordinate its interest in particular types or items of Collateral.

Action by Collateral Agent. Subject to the Equal Priority Intercreditor Agreement, notwithstanding (i) Notwithstanding anything to the contrary set forth herein, the Collateral Agent shall not: not (A) be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing; , and (B) have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor, Obligor or any Subsidiary or Affiliate thereof, that is communicated to, to or obtained by, by the Person bank serving as the Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default thereof is given in writing to the Collateral Agent by a another Secured Party, and the Collateral Agent shall not be responsible for, for or have any duty to ascertain or inquire into: into (I1) any statement, warranty or representation made in, in or in connection with, with this Agreement, any other Loan Document, Credit Document or the 2026 First Lien Notes Indenture; , (II2) the contents of any certificate, report, report or other document delivered under, under or in connection with, with this Agreement, any other Loan Document, Credit Document or the 2026 First Lien Notes Indenture; , (III3) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in this Agreement, any other Loan Credit Document, the 2026 First Lien Notes Indenture, Indenture or the occurrence of any Default or Event of Default; , (IV4) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Credit Document, the 2026 First Lien Notes Indenture, Indenture or any other agreement, instrument or document, or the creation, perfection or priority of any Lien created, or purported to be created, created by the Collateral Documents; , (V5) the value or the sufficiency of any Collateral; , or (VI6) the satisfaction of any condition set forth in this Agreement, any other Loan Document, Credit Document or the 2026 First Lien Notes Indenture, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent. (ii) The obligations of the Collateral Agent to the Noteholders hereunder shall be limited solely to (A) holding the Collateral for the ratable benefit of the Noteholders for so long as (1) any Note Obligations remain outstanding, and (2) such Note Obligations are secured by the Collateral, (B) subject to the terms of this Agreement, enforcing the rights of the Noteholders in their capacities as Secured Parties in respect of Collateral, and (C) distributing any proceeds received by the Collateral Agent from the sale, collection or realization of the Collateral to the Noteholders in respect of the Note Obligations in accordance with the terms of this Agreement. No Noteholder shall be entitled to exercise (or direct the Collateral Agent to exercise) any rights or remedies hereunder with respect to the Note Obligations or the Collateral, including, without limitation, the right to enforce actions pursuant to this Agreement, request any action, institute proceedings, give any instructions or notices, make any election, make collections, sell or otherwise foreclose on any portion of the Collateral or receive any payment (except for its right to receive payments in the manner expressly provided in Section 9). This Agreement shall not create any liability of the Collateral Agent or the Guaranteed Parties to the Noteholders by reason of actions with respect to the creation, perfection or continuation of the security interests on the Collateral, actions with respect to the occurrence of a Default or an Event of Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Collateral, actions with respect to the collection of any claim for all or any part of the Note Obligations from any debtor, guarantor or any other party or the valuation, use or protection of the Collateral. By acceptance of the benefits under this Agreement, the Noteholders will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Guaranteed Parties to permit such Persons to be Secured Parties under this Agreement and are being relied upon by the Guaranteed Parties as consideration therefor. (iii) The Collateral Agent shall not be required to ascertain or inquire as to the performance by the Obligors of the Note Obligations. (iv) By accepting the benefits hereof, each Secured Party acknowledges that it has, independently and without reliance upon the Collateral Agent or any other Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision regarding the making or continuation of extensions of credit to the Obligors. By accepting the benefits hereof, each Secured Party also acknowledges that it will, independently and without reliance upon the Collateral Agent or any other Secured Party and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, the Indenture, any related agreement or any document furnished hereunder or thereunder.

Action by Collateral Agent. Subject to the Equal Priority Intercreditor Agreement, notwithstanding anything to the contrary (a) The Collateral Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not: (A) not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing; , (b) 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 hereby that the Collateral Agent is required to exercise in writing as directed by the Applicable Authorized Representative pursuant to this Agreement, and (Bc) except as expressly set forth herein, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor, the Borrower or any Subsidiary or Affiliate thereof, of its Subsidiaries that is communicated to, to or obtained by, by the Person bank serving as the Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Applicable Authorized Representative or otherwise. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default thereof is given in writing to the Collateral Agent by a Secured Party, and the Collateral Agent shall not be responsible for, for or have any duty to ascertain or inquire into: into (Ii) any statement, warranty or representation made in, in or in connection with, with this Agreement, Agreement or any other Loan Lien Document, or the 2026 First Lien Notes Indenture; (IIii) the contents of any certificate, report, report or other document delivered under, under or in connection with, with this Agreement, Agreement or any other Loan Lien Document, or the 2026 First Lien Notes Indenture; (IIIiii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in this Agreement, any other Loan Lien Document, the 2026 First Lien Notes Indenture, or the occurrence of any Default or Event of Default; (IViv) the validity, enforceability, effectiveness or genuineness of this Agreement, any the other Loan Document, the 2026 First Lien Notes Indenture, Documents or any other agreement, instrument or document, or the creation, perfection or priority of any Lien created, or purported to be created, by the Collateral Documents; (V) the value or the sufficiency of any Collateral; or (VIv) the satisfaction of any condition set forth in this Agreement, any other Loan Lien Document, or the 2026 First Lien Notes Indenture, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent. (b) The obligations of the Collateral Agent to the Notes Secured Parties under the 7.125% Senior Notes hereunder shall be limited solely to (i) holding the Collateral for the ratable benefit of the Notes Secured Parties under the 7.125% Senior Notes for so long as (A) any Borrower Notes Obligations under the 7.125% Senior Notes remain outstanding and (B) such Borrower Notes Obligations under the 7.125% Senior Notes are secured by such Common Collateral, (ii) subject to the terms of this Agreement, enforcing the rights of the Notes Secured Parties under the 7.125% Senior Notes in their capacities as Secured Parties in respect of Common Collateral and (iii) distributing any proceeds received by the Collateral Agent from the sale, collection or realization of the Common Collateral to the Notes Secured Parties in respect of the Borrower Notes Obligations under the 7.125% Senior Notes in accordance with the terms of this Agreement. No Notes Secured Party under the 7.125% Senior Notes shall be entitled to exercise (or direct the Collateral Agent to exercise) any rights or remedies hereunder with respect to the Borrower Notes Obligations or the Common Collateral, including, without limitation, the right to enforce actions pursuant to this Agreement, request any action, institute proceedings, give any instructions or notices, make any election, make collections, sell or otherwise foreclose on any portion of the Common Collateral or receive any payment (except for its right to receive payments in the manner expressly provided in Section 5.5). This Agreement shall not create any liability of the Collateral Agent or the Credit Agreement Secured Parties or the Notes Secured Parties under the 2019 Senior Notes and 2022 Senior Notes to the Notes Secured Parties under the 7.125% Senior Notes by reason of actions with respect to the creation, perfection or continuation of the security interests on the Common Collateral, actions with respect to the occurrence of a Default or an Event of Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Common Collateral, actions with respect to the collection of any claim for all or any part of the Borrower Notes Obligations under the 7.125% Senior Notes from any debtor, guarantor or any other party or the valuation, use or protection of the Common Collateral. By acceptance of the benefits under this Agreement, the Notes Secured Parties under the 7.125% Senior Notes will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Credit Agreement Secured Parties and Notes Secured Parties under the 2019 Senior Notes and 2022 Senior Notes to permit such Persons to be Secured Parties under this Agreement and are being relied upon by the Credit Agreement Secured Parties and Notes Secured Parties under the 2019 Senior Notes and 2022 Senior Notes as consideration therefor.

Action by Collateral Agent. Subject (a) All actions, rights and remedies of Secured Parties hereunder may be exercised by the Collateral Agent, acting on behalf of all Secured Parties, and such action and exercise of rights and remedies shall be effective as if exercised pursuant to the Equal Priority Intercreditor Agreement, notwithstanding anything to written consent or direction of those Secured Parties holding not less than 75% in dollar amount of the contrary set forth hereinoutstanding Payment Obligations under the Series F Senior Preferred Stock (the “Required Direction”). Absent such Required Direction, the Collateral Agent shall not: (Atake no action and exercise no rights or remedies of the Secured Parties under this Agreement, other than in respect of executing any Subordination Agreements contemplated by Section 2(b) be subject above. Similarly, consent to any fiduciary or other implied duties, regardless request by the Debtors (whether to modification of whether a Default or Event of Default has occurred and is continuing; and (B) have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligorthis Agreement, or any Subsidiary agreement executed in connection herewith) shall require consent of only the Secured Parties holding not less than 75% in dollar amount of the outstanding Payment Obligations under the Notes and Series F Senior Preferred Stock, and such consent shall be effective as if exercised by pursuant to the unanimous consent of all Secured Parties. (b) Any Secured Parties which elects not to participate with such Secured Parties in exercising rights or Affiliate thereof, that is communicated toremedies hereunder, or obtained byin providing consent to a request of the Debtors, the Person serving as hereby irrevocably appoints the Collateral Agent as its attorney-in-fact in its name, with full power of substitution, to sign, execute and deliver any and all instruments and documents and do any and all acts and things to the same extent as such Secured Parties could do, to sell, assign and transfer any Collateral, including, but not limited to, taking all action necessary or any of its Affiliates in any capacity. The Collateral Agent shall be deemed not to have knowledge the preservation of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given in writing rights pertaining to the Collateral beyond reasonable care in the custody or preservation thereof. (c) Each Secured Party does hereby agree to indemnify, defend and hold harmless, the Collateral Agent by a from and against any cost, expense, liability or other obligation in connection with the performance of its duties hereunder as Collateral Agent. Each Secured PartyParty acknowledges and agrees that, except for execution and delivery of one or more Subordination Agreements, the Collateral Agent shall not be responsible for, required to take any action or have any duty to ascertain or inquire into: (I) any statement, warranty or representation made in, or in connection with, this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture; (II) the contents of any certificate, report, or other document delivered under, or in connection with, this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture; (III) the performance or observance of exercise any of the covenants, agreements rights and remedies of Secured Parties under this Agreement or other terms or conditions set forth in this the Pledge Agreement, any other Loan Document, the 2026 First Lien Notes Indenture, or the occurrence of any Default or Event of Default; (IV) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document, the 2026 First Lien Notes Indenture, or any other agreement, instrument or document, or the creation, perfection or priority of any Lien created, or purported to be created, by unless and until the Collateral Documents; (V) the value or the sufficiency of any Collateral; or (VI) the satisfaction of any condition set forth Agent shall have received a written Required Direction in this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture, other than to confirm receipt of items expressly required to be delivered form and content acceptable to the Collateral Agent. Similarly, CCI and the Debtors acknowledge that the Collateral Agent shall be responsible solely to the Secured Parties under this Agreement and the Pledge Agreement and shall have no fiduciary, legal or other responsibility hereunder to CCI, the Debtors or any of their Affiliates. (d) The Collateral Agent shall have the right to resign as the collateral agent upon ten (10) days written notice to the Debtors and the Secured Parties. Secured Parties holding not less than 75% in dollar amount of the outstanding Payment Obligations under the Series F Senior Preferred Stock may remove or replace the Collateral Agent. In the case of the Collateral Agent=s resignation or removal pursuant to the foregoing each of the Secured Parties shall have pari passu rights hereunder based upon the number of shares of Series F Preferred Stock then held by each of the Secured Parties or their transferees. Upon receipt by the Debtors of written notice of the appointment of a successor Collateral Agent, such collateral agent shall have all of the rights of the Collateral Agent hereunder.