Common use of Appointment and Authorization of Collateral Agent Clause in Contracts

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor hereby irrevocably appoints, designates and authorizes the Receiver to act as the Collateral Agent pursuant to this Agreement to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Ancillary Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor Each Secured Creditor hereby irrevocably appoints, designates and authorizes the Receiver to act appoints River City Bank, as the Collateral Agent pursuant to of such Secured Creditor under this Agreement to act as the and River City Bank hereby accepts such designation and appointment. The Collateral Agent is a non-fiduciary agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers Creditors and discretion does not act in a fiduciary capacity or as are reasonably incidental thereto. In this capacity, trustee for the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding Secured Creditors or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunderCollateral. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Documentthis Agreement, the Collateral Agent shall not have no any duties or responsibilities, responsibilities except those expressly set forth herein, nor shall herein and in the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured PartySecurity Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document or otherwise exist against the Collateral Agent. Without limiting the generality The right or power of the foregoing sentenceCollateral Agent to perform any discretionary act hereunder shall not be construed as a duty. Collateral Agent is hereby authorized, empowered and instructed to execute, deliver and perform its obligations under this Agreement, the use of Security Agreement, the term “agent” herein Control Agreements and each other document as may be necessary or convenient in connection with the other Ancillary Documents with reference to foregoing; provided, however, that the Collateral Agent is shall not intended amend, modify or terminate the Control Agreements without the prior written consent of the Secured Creditors. Collateral Agent shall not (i) be subject to connote any fiduciary or other implied duties, (ii) have any duty to take any discretionary action or expressexercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the Security Agreement, the Control Agreements, or other agreement to which the Collateral Agent is a party, and (iii) obligations arising be required to take action that, in its opinion or the opinion of its counsel, may expose Collateral Agent to liability. The Collateral Agent, hereby represents and warrants that (i) it has all requisite power and authority to execute, deliver and perform under agency doctrine this Agreement; (ii) the execution, delivery and performance by it of this Agreement has been duly authorized by all requisite corporate or other action; (iii) no consent or approval of any applicable Law. Insteadother Person and no consent, such term license, approval or authorization of any governmental authority is used merely as a matter of market customrequired in connection with the execution, delivery, and performance by it of this Agreement; and (iv) this Agreement constitutes its legal, valid and binding obligation enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws in effect from time to time affecting the rights of creditors generally and general principles of equity regardless of whether such enforcement is intended considered in a proceeding in equity or at law. Collateral Deposit Accounts Subject to create or reflect only an administrative relationship between independent contracting partiesCollateral Agent’s Control. Collateral Agent agrees that its security interest and right of setoff in and to the Deposit Accounts is held for the benefit of all the Secured Creditors and itself as Collateral Agent, and that Collateral Agent will comply with this Agreement and the Security Agreement in distributing monies received from such Deposit Accounts.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor By ------------------------------------------------- execution of this Agreement and acceptance of the Senior Secured Debt, each Senior Secured Debt Purchaser hereby irrevocably appoints, designates and authorizes the Receiver to act appoints Wilmington Trust Company as the Collateral Agent pursuant for the benefit of such Senior Secured Debt Purchaser under the Security Agreement and each Senior Secured Debt Purchaser hereby irrevocably authorizes the Collateral Agent (i) to this Agreement take action on its behalf and exercise such powers and use such discretion as are expressly permitted thereunder and all instruments relating thereto and (ii) to act exercise such powers and perform such duties as are, in each case, expressly delegated to the agent of (and to hold any security interest created Collateral Agent by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligationsterms thereof, together with such other powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Ancillary Documentthe Security Agreement, the Collateral Agent shall not have no any duties or responsibilities, responsibilities except those expressly set forth herein, nor shall in the Collateral Agent have Security Agreement or be deemed to have any fiduciary relationship with any Senior Secured Party or participant of a Secured Party, Debt Purchaser and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this the Security Agreement or any other Ancillary Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentenceforegoing, each Senior Secured Debt Purchaser hereby agrees to the use provisions of the term “agent” herein Security Agreement and in the other Ancillary Documents with reference to authorizes the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine execute the Security Agreement as Collateral Agent on behalf of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesSenior Secured Debt Purchaser.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Note Guarantor hereby irrevocably appoints, designates and authorizes the Receiver to act as the Collateral Agent pursuant to this Agreement to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Note Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Ancillary Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Collateral Agent. The Each of the Purchase Money Notes Guarantor Guarantor, the NGPMN Agent and the Advance Lender hereby irrevocably appoints, designates and authorizes the Receiver to act as the Collateral Agent pursuant to this Agreement to act as the agent of (and to hold any security interest created by the Secured Parties Collateral Documents for and on behalf of or on in trust for) the Advance Lender, the Purchase Money Notes Guarantor Guarantor, the NGPMN Agent and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Secured Parties Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Secured Parties Collateral (or any portion thereof) granted pursuant to the Secured Parties Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunderpursuant to this Agreement. Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Ancillary Transaction Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth hereinin this Agreement, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Transaction Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein in this Agreement and in the other Ancillary Transaction Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Collateral Agent. The Purchase Money (a) Each Noteholder hereby appoints and authorizes, and hereby agrees that it will require any assignee or transferee of any of its Notes Guarantor hereby irrevocably appointsto appoint and authorize, designates and authorizes the Receiver to act as the Collateral Agent pursuant to this Agreement to act as enter into, execute and deliver the agent of (Security Documents and to hold any security interest created the Security Documents and act as Collateral Agent thereunder for the benefit of the Collateral Agent and the Noteholders (the "SECURED PARTIES") in accordance with the terms hereof and, subject to the terms hereof, to take such actions as agent on its behalf and to exercise such powers under this agreement and the Security Documents as are delegated to the Collateral Agent by the Collateral Documents for terms hereof and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligationsthereof, together with such powers and discretion as are reasonably incidental thereto. In this capacity, (b) Neither the Collateral Agent nor any of its members, directors, officers, employees, representatives or agents (the "COLLATERAL INDEMNITEES") shall be liable to the Noteholders or to MNC and its affiliates (the "OBLIGORS") for any co-agentsaction taken or omitted to be taken by it or them under or in connection with this agreement or the Security Documents, sub-agents except for its own gross negligence or wilful misconduct, and attorneys-in-fact appointed by each Noteholder hereby acknowledges that the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions benefit of this Article XII Agreement on its own behalf and as though such co-agent and trustee for its members, directors, officers, employees, representatives and agents. (c) Any Person who becomes a Noteholder, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Partyconsented to and confirmed the Collateral Agent as agent in such capacity, and no implied covenantsto have ratified, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document or otherwise exist against as of the date it becomes a Noteholder all actions taken by the Collateral AgentAgent in such capacity. Without limiting the generality of the foregoing sentenceforegoing, the use of the term “agent” herein Collateral Agent may require any such Noteholder to execute and deliver an assumption agreement with respect to this agreement in the other Ancillary Documents with reference form and substance acceptable to the Collateral Agent, acting reasonably, (d) The Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine acknowledges that it holds the Liens created by the Security Documents for the benefit of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesthe Secured Parties in accordance with the terms hereof.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor Collateral Agent is hereby irrevocably appointsappointed, designates designated and authorizes the Receiver to act as the Collateral Agent pursuant to this Agreement authorized to act as the agent of (and to hold any security interest created by the Collateral Documents any PA Financing Transaction Document for and on behalf of or on trust for) the Purchase Money Notes Guarantor Note Holder and the Lender and each other Secured Party for purposes of (i) acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto, and (ii) making such determinations, and exercising or fulfilling such powers, rights, remedies, obligations, discretion and/or authority, as are expressly set forth in, and otherwise acting as the “Collateral Agent” as expressly set forth in, any PA Financing Transaction Document. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for the purposes of holding or enforcing any Lien on set forth in the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agentpreceding sentence), shall be entitled to the benefits of all provisions of this Article XII X as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary PA Financing Transaction Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth hereinherein or in the other PA Financing Transaction Documents, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary PA Financing Transaction Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Ancillary PA Financing Transaction Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Nothing in any PA Financing Transaction Document shall be construed to limit the right of the Notes Designee and the Collateral Agent to enter into such further agreements as they, in their sole discretion, deem necessary or appropriate with respect to the purposes of the Collateral Agent’s appointment as described in the first sentence of this Section 10.1(a), including the manner in which the Note Holder, the Notes Designee and/or the Lender may instruct the Collateral Agent to act under any PA Financing Transaction Document, voting among the Note Holder and/or the Lender, and indemnification by the Note Holder and/or the Lender of the Collateral Agent. Anything in Section 11.11 hereof to the contrary notwithstanding, the Notes Designee and the Collateral Agent may amend this Article X in any manner (with respect to the subject matter of this Article X) without the approval of (but with notice to) the Company so long as such amendment does not adversely affect the Company in any material respect.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor Each Lender hereby irrevocably appoints, designates and authorizes the Receiver to act as the Collateral Agent pursuant to take such action on its behalf under the provisions of this Agreement to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of acquiring, holding and enforcing this Agreement or any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligationsother Loan Document, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all The provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were are solely for the benefit of Collateral Agent hereunderand the Lenders and Borrower nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. The duties of Collateral Agent shall be mechanical and administrative in nature. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Loan Document, the Collateral Agent shall not have no any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party Lender or participant of a Secured Partyparticipant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Loan Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “collateral agent” herein and in the other Ancillary Loan Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Lawlaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of the foregoing, Collateral Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (a) act as collateral agent for Collateral Agent and each Lender for purposes of the perfection of all liens created by the Loan Documents and all other purposes stated therein, (b) manage, supervise and otherwise deal with the Collateral, (c) take such other action as is necessary or desirable to maintain the perfection and priority of the liens created or purported to be created by the Loan Documents, (d) except as may be otherwise specified in any Loan Document, exercise all remedies given to Collateral Agent and the other Lenders with respect to the Collateral, whether under the Loan Documents, applicable law or otherwise and (e) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Collateral Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for Collateral Agent and the Lenders for purposes of the perfection of all liens with respect to the Collateral, including any deposit account maintained by Borrower with, and cash and cash equivalents held by, such Lender, and may further authorize and direct the Lenders to take further actions as collateral sub-agents for purposes of enforcing such liens or otherwise to transfer the Collateral subject thereto to Collateral Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor hereby irrevocably appoints, designates and authorizes the Receiver to act as the Collateral Agent pursuant to this Agreement to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Ancillary Transaction Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Collateral Agent. (a) The Purchase Money Trustee and each of the Holders by acceptance of the Notes Guarantor hereby irrevocably appoints, designates and authorizes the Receiver to act as appoints the Collateral Agent pursuant as its agent under this Indenture and the Security Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to this Agreement to act as enter into the agent of (Security Documents and to hold any security interest created take such action on its behalf under the provisions of this Indenture and the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the Collateral Documents for terms of this Indenture and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured ObligationsSecurity Documents, together with such powers and discretion as are reasonably incidental thereto. In The Collateral Agent agrees to act as such and agrees to act pursuant to the instructions of the Holders and the Trustee with respect to the Security Documents and the Collateral on the express conditions contained in this capacity, Section 11.5. The provisions of this Section 11.5 are solely for the benefit of the Collateral Agent (and none of the Trustee, any co-agents, sub-agents and attorneys-in-fact appointed by of the Collateral Agent for purposes of holding or enforcing any Lien on Holders nor the Collateral (Company or any portion thereof) granted pursuant to of the Collateral Documents, or for exercising Guarantors shall have any rights and remedies thereunder at the direction as a third party beneficiary of any of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII contained herein other than as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunderexpressly provided in Section 11.2. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Documentthis Indenture and the Security Documents, the Collateral Agent shall not have no any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which it is a party, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Secured Party Holder, the Company or participant any Subsidiary of a Secured Partythe Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document Indenture and the Security Documents or otherwise exist against the Collateral Agent. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. The obligations of the Collateral Agent with respect to the Collateral shall be governed exclusively by the express terms of this Indenture and the Security Documents and not by the UCC except to the extent required by applicable law. Neither duties of, nor any adverse consequence to, a secured party under the UCC shall be read into this Indenture or the Security Documents as obligations against the Collateral Agent to the extent such obligations are not reflected in the express terms of this Indenture or the Security Documents. Without limiting the generality of the foregoing sentence, the use of the term “agenttrustee” herein and in the other Ancillary Documents this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Lawlaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Indenture, the Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this Indenture and the Security Documents, including the exercise of remedies pursuant to Article 6, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders; provided that it is understood that in all cases the Collateral Agent shall be fully protected in refraining from taking any such action until it shall be directed by the majority of Holders of the aggregate principal amount of Notes then outstanding as provided herein.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor Each Noteholder hereby irrevocably appoints, designates and authorizes the Receiver to act as the Collateral Agent pursuant to take such action as contractual representative on its behalf under the provisions of this Agreement to act as the agent of (and each Collateral Document and to hold any security interest created exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured ObligationsDocument, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Note Document, the Collateral Agent shall not have no any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any trustee or fiduciary relationship with any Secured Party Noteholder or participant of a Secured Partyparticipant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Note Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Ancillary Note Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Section 4 are solely for the benefit of the Collateral Agent and the Noteholders and no Note Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, the Collateral Agent shall act solely as an agent of the Noteholders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Note Party.