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

Appointment and Duties of Collateral Agent. Each Lender, the Administrative Agent, the Issuing Banks, the Acceptance Lenders and each Secured Party hereby irrevocably (i) designate Bank of America, N.A. as Collateral Agent under this Agreement and the other Loan Documents, (ii) authorize the Collateral Agent to enter into the Security Documents and the other Loan Documents to which it is a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.20, 2.24, or 7.3, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, for the purposes of creating a solidarite′ active in accordance with Article 1541 of the Civil Code, between each Secured Party, taken individually, and the Collateral Agent, each Loan Party and each Secured Party (on its own behalf) acknowledges and agrees with the Collateral Agent that such Secured Party and the Collateral Agent are conferred the legal status of solidary creditors of each Loan Party in respect of all Obligations, present and future, owed by each Loan Party to each Secured Party and the Agents hereunder and under the other Loan Documents (collectively, the “Solidary Claim”). Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code, each Loan Party is irrevocably bound to the Collateral Agent and each other Secured Party in respect of the entire Solidary Claim of the Collateral Agent and such Secured Party. As a result of the foregoing, the parties hereto acknowledge that the Collateral Agent and each other Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Collateral Agent and such other Secured Party and the right to give full acquittance for it and that, accordingly, without limiting the generality of the foregoing, the Collateral Agent, as solidary creditor for itself and each other Secured Party, shall, at all times have a valid and effective right of action in respect of all Obligations, present and future, owed by each Loan Party to the Collateral Agent and to the other Secured Parties or any of them under this Agreement and the other Loan Documents and the right to give a full acquittance for the same. The parties further agree and acknowledge that the Collateral Agent's Liens on the Collateral shall be granted to the Collateral Agent, for its own benefit and for the benefit of the other Secured Parties and as solidary creditor as hereinabove set forth.

Appointment and Duties of Collateral Agent. Each Lender, the Administrative Agent, the Issuing Banks, the Acceptance Lenders Lender and each Secured Party Issuing Bank hereby irrevocably appoints OneWest Bank, FSB (i) designate Bank of America, N.A. as together with any successor Collateral Agent under this Agreement pursuant to Section 9.10) as the Collateral Agent hereunder and the other Loan Documents, (ii) authorize authorizes the Collateral Agent to enter into (i) execute and deliver the Security Documents and the other Loan Documents to which it is a party and accept delivery thereof on its behalf from any Group Member, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform its the duties and obligations thereunderas are expressly delegated to the Collateral Agent under such Loan Documents, together with all powers reasonably incidental thereto, and (iii) agree and consent to all act as collateral agent for each Secured Party for purposes of the provisions perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Security Documents. All Collateral shall Liens created or purported to be held or administered created by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.20, 2.24, or 7.3, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have (vi) except as may be otherwise specified in any fiduciary relationship with any LenderLoan Document, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, for the purposes of creating a solidarite′ active in accordance with Article 1541 of the Civil Code, between each Secured Party, taken individually, and the Collateral Agent, each Loan Party and each Secured Party (on its own behalf) acknowledges and agrees with the Collateral Agent that such Secured Party and the Collateral Agent are conferred the legal status of solidary creditors of each Loan Party in respect of exercise all Obligations, present and future, owed by each Loan Party to each Secured Party and the Agents hereunder and under the other Loan Documents (collectively, the “Solidary Claim”). Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code, each Loan Party is irrevocably bound remedies given to the Collateral Agent and each the other Secured Party in Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise, (vii) execute any amendment, consent or waiver under the entire Solidary Claim of Loan Documents to which the Collateral Agent is a party on behalf of any Lender that has consented in writing to such amendment, consent or waiver, and (viii) exercise such Secured Party. As a result of the foregoingpowers as are reasonably incidental thereto; provided, the parties hereto acknowledge however, that the Collateral Agent hereby appoints, authorizes and directs each Lender and each other Secured Party shall at all times have a valid and effective right of action Issuing Bank to act as collateral sub-agent for the entire Solidary Claim of the Collateral Agent and such other Secured Party and the right to give full acquittance for it and that, accordingly, without limiting the generality of the foregoing, the Collateral Agent, as solidary creditor the Lenders and the Issuing Banks for itself and each other Secured Party, shall, at all times have a valid and effective right purposes of action in respect the perfection of all ObligationsLiens with respect to the Collateral, present and future, owed including any deposit account maintained by each a Loan Party with, and cash and Cash Equivalents held by, such Lender and such Issuing Bank, and may further authorize and direct the Lenders and the Issuing Banks to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral Agent and to the other Secured Parties or any of them under this Agreement and the other Loan Documents and the right to give a full acquittance for the same. The parties further agree and acknowledge that the Collateral Agent's Liens on the Collateral shall be granted subject thereto to the Collateral Agent, for its own benefit and for each Lender and each Issuing Bank hereby agrees to take such further actions to the benefit of extent, and only to the other Secured Parties extent, so authorized and as solidary creditor as hereinabove set forthdirected.

Appointment and Duties of Collateral Agent. Each Lender(a) Lessor, the Administrative Agenton behalf of itself and any Assignee of Lessor, the Issuing Banks, the Acceptance Lenders and each Secured Party Assignee of Lessor (by its acceptance of the benefits of this Master Lease) (collectively referred to in this Section 23, as "Lessor") hereby irrevocably appoints Société Générale, New York Branch (i"SG") designate Bank of America, N.A. (together with any successor collateral agent pursuant to Section 23.9 below) as the collateral agent (the "Collateral Agent Agent") hereunder and under this Agreement and the other Loan Documents, CHG Lease Facility Documents (iisuch term as used herein shall have the meaning ascribed to it in the Multiparty Agreement) authorize and authorizes the Collateral Agent to enter into (i) execute and deliver the Security Documents and the other Loan CHG Lease Facility Documents to which it is a party and to perform accept delivery thereof on its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held behalf from Lessee or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to grantor under the terms of the CHG Lease Security Documents or (as defined in the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.20, 2.24, or 7.3, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, for the purposes of creating a solidarite′ active in accordance with Article 1541 of the Civil Code, between each Secured Party, taken individually, and the Collateral Agent, each Loan Party and each Secured Party (on its own behalfMultiparty Agreement) acknowledges and agrees with the Collateral Agent that such Secured Party and the Collateral Agent are conferred the legal status of solidary creditors of each Loan Party in respect of all Obligations, present and future, owed by each Loan Party to each Secured Party and the Agents hereunder and under the other Loan Documents (collectively, the “Solidary Claim”"Grantors"). Accordingly, but subject (ii) take such action on its behalf and exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Collateral Agent under such CHG Lease Facility Documents, (iii) act as collateral agent for the avoidance of doubt) to Article 1542 Lessor for purposes of the Civil Codeperfection of all Liens created by such agreements and all other purposes stated therein, each Loan Party (iv) manage, supervise and otherwise deal with the collateral securing this Master Lease (the "Collateral"), (v) take such other action as is irrevocably bound necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the CHG Lease Facility Documents, (vi) except as may be otherwise specified in any CHG Lease Facility Document (including the Multiparty Agreement), exercise all remedies given to the Collateral Agent and each other Secured Party in the Lessor with respect of to the entire Solidary Claim of Collateral, whether under the CHG Lease Facility Documents, applicable law or otherwise (vii) execute any amendment, consent or waiver under the CHG Lease Facility Documents to which the Collateral Agent and such Secured Party. As is a result party on behalf of the foregoing, the parties hereto acknowledge that the Collateral Agent and each other Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Collateral Agent and such other Secured Party and the right to give full acquittance for it and that, accordingly, without limiting the generality of the foregoing, the Collateral Agent, as solidary creditor for itself and each other Secured Party, shall, at all times have a valid and effective right of action in respect of all Obligations, present and future, owed by each Loan Party Lessor to the Collateral Agent extent Lessor has consented in writing to such amendment, consent or waiver, and to the other Secured Parties or any of them under this Agreement and the other Loan Documents and the right to give a full acquittance for the same. The parties further agree and acknowledge that the Collateral Agent's Liens on the Collateral shall be granted to the Collateral Agent, for its own benefit and for the benefit of the other Secured Parties and (viii) exercise such powers as solidary creditor as hereinabove set forthare reasonably incidental thereto.

Appointment and Duties of Collateral Agent. Each Lender, the Administrative Agent, the Issuing Banks, the Acceptance Lenders Lender and each Secured Party Issuing Bank hereby irrevocably appoints SG (i) designate Bank of America, N.A. as together with any successor Collateral Agent under this Agreement pursuant to Section 9.10) as the Collateral Agent hereunder and the other Loan Documents, (ii) authorize authorizes the Collateral Agent to enter into (i) execute and deliver the Security Documents and the other Loan Documents to which it is a party and accept delivery thereof on its behalf from any Group Member, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform its the duties and obligations thereunderas are expressly delegated to the Collateral Agent under such Loan Documents, together with all powers reasonably incidental thereto, and (iii) agree and consent to all act as collateral agent for each Secured Party for purposes of the provisions perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Security Documents. All Collateral shall Liens created or purported to be held or administered created by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.20, 2.24, or 7.3, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have (vi) except as may be otherwise specified in any fiduciary relationship with any LenderLoan Document, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, for the purposes of creating a solidarite′ active in accordance with Article 1541 of the Civil Code, between each Secured Party, taken individually, and the Collateral Agent, each Loan Party and each Secured Party (on its own behalf) acknowledges and agrees with the Collateral Agent that such Secured Party and the Collateral Agent are conferred the legal status of solidary creditors of each Loan Party in respect of exercise all Obligations, present and future, owed by each Loan Party to each Secured Party and the Agents hereunder and under the other Loan Documents (collectively, the “Solidary Claim”). Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code, each Loan Party is irrevocably bound remedies given to the Collateral Agent and each the other Secured Party in Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise (vii) execute any amendment, consent or waiver under the entire Solidary Claim of Loan Documents to which the Collateral Agent is a party on behalf of any Lender that has consented in writing to such amendment, consent or waiver, and (viii) exercise such Secured Party. As a result of the foregoingpowers as are reasonably incidental thereto; provided, the parties hereto acknowledge however, that the Collateral Agent hereby appoints, authorizes and directs each Lender and each other Secured Party shall at all times have a valid and effective right of action Issuing Bank to act as collateral sub-agent for the entire Solidary Claim of the Collateral Agent and such other Secured Party and the right to give full acquittance for it and that, accordingly, without limiting the generality of the foregoing, the Collateral Agent, as solidary creditor the Lenders and the Issuing Banks for itself and each other Secured Party, shall, at all times have a valid and effective right purposes of action in respect the perfection of all ObligationsLiens with respect to the Collateral, present and future, owed including any deposit account maintained by each a Loan Party with, and cash and Cash Equivalents held by, such Lender and such Issuing Bank, and may further authorize and direct the Lenders and the Issuing Banks to take further actions as collateral sub-agents for purposes of CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM CORP. OF CERTAIN PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. enforcing such Liens or otherwise to transfer the Collateral Agent and to the other Secured Parties or any of them under this Agreement and the other Loan Documents and the right to give a full acquittance for the same. The parties further agree and acknowledge that the Collateral Agent's Liens on the Collateral shall be granted subject thereto to the Collateral Agent, for its own benefit and for each Lender and each Issuing Bank hereby agrees to take such further actions to the benefit of extent, and only to the other Secured Parties extent, so authorized and as solidary creditor as hereinabove set forthdirected.

Appointment and Duties of Collateral Agent. Each Lender, the Administrative Agent, the Issuing Banks, the Acceptance Lenders and each Secured Party Lender hereby irrevocably appoints SG (i) designate Bank of America, N.A. as together with any successor Collateral Agent under this Agreement pursuant to Section 10.9) as the Collateral Agent hereunder and the other Loan Documents, (ii) authorize authorizes the Collateral Agent to enter into (i) execute and deliver the Security Documents and the other Loan Documents to which it is a party and accept delivery thereof on its behalf from any Loan Party, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform its the duties and obligations thereunderas are expressly delegated to the Collateral Agent under such Loan Documents, together with all powers reasonably incidental thereto, and (iii) agree and consent to all act as collateral agent for each Secured Party for purposes of the provisions perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Security Documents. All Collateral shall Liens created or purported to be held or administered created by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.20, 2.24, or 7.3, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have (vi) except as may be otherwise specified in any fiduciary relationship with any LenderLoan Document, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, for the purposes of creating a solidarite′ active in accordance with Article 1541 of the Civil Code, between each Secured Party, taken individually, and the Collateral Agent, each Loan Party and each Secured Party (on its own behalf) acknowledges and agrees with the Collateral Agent that such Secured Party and the Collateral Agent are conferred the legal status of solidary creditors of each Loan Party in respect of exercise all Obligations, present and future, owed by each Loan Party to each Secured Party and the Agents hereunder and under the other Loan Documents (collectively, the “Solidary Claim”). Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code, each Loan Party is irrevocably bound remedies given to the Collateral Agent and each the other Secured Party Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise (vii) execute any amendment, consent or waiver under the Loan Documents to which the Collateral Agent is a party on behalf of any Lender that has consented in respect of writing to such amendment, consent or waiver, and (viii) exercise such powers as are reasonably incidental thereto; provided, however, that the entire Solidary Claim of Collateral Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for the Collateral Agent and such Secured Party. As a result the Lenders for purposes of the foregoingperfection of all Liens with respect to the Collateral, including any deposit account maintained by a Loan Party with, and cash and Cash Equivalents held by, such Lender, and may further authorize and direct the parties hereto acknowledge that Lenders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral Agent and each other Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Collateral Agent and such other Secured Party and the right to give full acquittance for it and that, accordingly, without limiting the generality of the foregoing, the Collateral Agent, as solidary creditor for itself and each other Secured Party, shall, at all times have a valid and effective right of action in respect of all Obligations, present and future, owed by each Loan Party to the Collateral Agent and to the other Secured Parties or any of them under this Agreement and the other Loan Documents and the right to give a full acquittance for the same. The parties further agree and acknowledge that the Collateral Agent's Liens on the Collateral shall be granted subject thereto to the Collateral Agent, for its own benefit and for each Lender hereby agrees to take such further actions to the benefit of extent, and only to the other Secured Parties extent, so authorized and as solidary creditor as hereinabove set forthdirected.

Appointment and Duties of Collateral Agent. Each Lender, the Administrative Agent, the Issuing Banks, the Acceptance Lenders and each Secured Party hereby irrevocably (i) designate Bank of America, N.A. as Collateral Agent under this Agreement and the other Loan Documents, (ii) authorize the Collateral Agent to enter into the Security Documents and the other Loan Documents to which it is a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly---appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.20, 2.24, or 7.3, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, for the purposes of creating a solidarite′ solidarité active in accordance with Article 1541 of the Civil Code, between each Secured Party, taken individually, and the Collateral Agent, each Loan Party and each Secured Party (on its own behalf) acknowledges and agrees with the Collateral Agent that such Secured Party and the Collateral Agent are conferred the legal status of solidary creditors of each Loan Party in respect of all Obligations, present and future, owed by each Loan Party to each Secured Party and the Agents hereunder and under the other Loan Documents (collectively, the “Solidary Claim”). Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code, each Loan Party is irrevocably bound to the Collateral Agent and each other Secured Party in respect of the entire Solidary Claim of the Collateral Agent and such Secured Party. As a result of the foregoing, the parties hereto acknowledge that the Collateral Agent and each other Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Collateral Agent and such other Secured Party and the right to give full acquittance for it and that, accordingly, without limiting the generality of the foregoing, the Collateral Agent, as solidary creditor for itself and each other Secured Party, shall, at all times have a valid and effective right of action in respect of all Obligations, present and future, owed by each Loan Party to the Collateral Agent and to the other Secured Parties or any of them under this Agreement and the other Loan Documents and the right to give a full acquittance for the same. The parties further agree and acknowledge that the Collateral Agent's ’s Liens on the Collateral shall be granted to the Collateral Agent, for its own benefit and for the benefit of the other Secured Parties and as solidary creditor as hereinabove set forth.

Appointment and Duties of Collateral Agent. Each Lender, the Administrative Agent, the Issuing Banks, the Acceptance Lenders and each Secured Party hereby irrevocably (i) designate Bank of America, N.A. as Collateral Agent under this Agreement and the other Loan Documents, (ii) authorize the Collateral Agent to enter into the Security Documents and the other Loan Documents to which it is a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.20, 2.24, or 7.3, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, for the purposes of creating a solidarite′ active in accordance with Article 1541 of the Civil CodeCode of Quebec, between each Secured Party, taken individually, and the Collateral Agent, each Loan Party and each Secured Party (on its own behalf) acknowledges and agrees with the Collateral Agent that such Secured Party and the Collateral Agent are conferred the legal status of solidary creditors of each Loan Party in respect of all Obligations, present and future, owed by each Loan Party to each Secured Party and the Agents hereunder and under the other Loan Documents (collectively, the “Solidary Claim”). Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil CodeCode of Quebec, each Loan Party is irrevocably bound to the Collateral Agent and each other Secured Party in respect of the entire Solidary Claim of the Collateral Agent and such Secured Party. As a result of the foregoing, the parties hereto acknowledge that the Collateral Agent and each other Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Collateral Agent and such other Secured Party and the right to give full acquittance for it and that, accordingly, without limiting the generality of the foregoing, the Collateral Agent, as solidary creditor for itself and each other Secured Party, shall, at all times have a valid and effective right of action in respect of all Obligations, present and future, owed by each Loan Party to the Collateral Agent and to the other Secured Parties or any of them under this Agreement and the other Loan Documents and the right to give a full acquittance for the same. The parties further agree and acknowledge that the Collateral Agent's Liens on the Collateral shall be granted to the Collateral Agent, for its own benefit and for the benefit of the other Secured Parties and as solidary creditor as hereinabove set forth.

Appointment and Duties of Collateral Agent. Each Lenderof XLCA, the Administrative Agent, Swap Counterparty and the Issuing Banks, the Acceptance Lenders Trustee hereby designates and each Secured Party hereby irrevocably (i) designate appoints The Bank of America, N.A. New York to act as Collateral Agent under this Agreement and the other Loan Documents, (ii) authorize the Collateral Agent to enter into for the Security Documents Transaction, and XLCA, the Swap Counterparty and the other Loan Trustee hereby authorize The Bank of New York, as the Collateral Agent, to take such actions on its behalf under the provisions of the Collateral Documents to which it is a party and to exercise such powers and perform its such duties as are expressly delegated to the Collateral Agent by the terms thereof and obligations thereunderthis Agreement and each of the other Financing Documents to which it is a party, together with all such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement and the other Financing Documents, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of shall not have any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.20, 2.24, or 7.3, as applicable. The Collateral Agent shall have no duties or responsibilities responsibilities, except as those expressly set forth in this Agreement and the other Loan DocumentsFinancing Documents to which it is a party, nor shall it have or any fiduciary relationship with any LenderXLCA, the Swap Counterparty or the Trustee, and no implied covenants, responsibilities, duties, obligations, functions or liabilities responsibilities shall be read into this Agreement, the Loan other Financing Documents or otherwise exist against the Collateral Agent. Without limiting The Collateral Agent shall not be liable for any action taken or omitted to be taken by it hereunder or under any other Financing Document, or in connection herewith or therewith, or in connection with the generality Collateral, unless caused by its gross negligence or willful misconduct as determined by a court of competent jurisdiction. Anything in this Agreement to the foregoingcontrary notwithstanding, for the purposes of creating a solidarite′ active in accordance with Article 1541 of the Civil Code, between each Secured Party, taken individually, and the Collateral Agent, each Loan Party and each Secured Party (on its own behalf) acknowledges and agrees with no event shall the Collateral Agent that such Secured Party and or the Trustee be liable under or in connection with this Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Collateral Agent are conferred or the legal status Trustee (in any of solidary creditors of each Loan Party in respect of all Obligations, present and future, owed by each Loan Party to each Secured Party and the Agents hereunder and under the other Loan Documents (collectively, the “Solidary Claim”). Accordingly, but subject (for the avoidance of doubtits capacities hereunder) to Article 1542 has been advised of the Civil Code, each Loan Party is irrevocably bound to the Collateral Agent possibility thereof and each other Secured Party in respect regardless of the entire Solidary Claim of the Collateral Agent and such Secured Party. As a result of the foregoing, the parties hereto acknowledge that the Collateral Agent and each other Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Collateral Agent and such other Secured Party and the right to give full acquittance for it and that, accordingly, without limiting the generality of the foregoing, the Collateral Agent, as solidary creditor for itself and each other Secured Party, shall, at all times have a valid and effective right form of action in respect of all Obligations, present and future, owed by each Loan Party to the Collateral Agent and to the other Secured Parties or any of them under this Agreement and the other Loan Documents and the right to give a full acquittance for the same. The parties further agree and acknowledge that the Collateral Agent's Liens on the Collateral shall be granted to the Collateral Agent, for its own benefit and for the benefit of the other Secured Parties and as solidary creditor as hereinabove set forthwhich such damages are sought.