Common use of Appointment and Powers of the Collateral Agent Clause in Contracts

Appointment and Powers of the Collateral Agent. In order to expedite the various transactions contemplated by this agreement, the other Agents, the Banks and the Issuing Banks hereby irrevocably appoint and authorize First Union to act as the Collateral Agent hereunder and under each of the other Loan Documents. First Union consents to such appointment and agrees to perform the duties of the Collateral Agent as specified herein. Subject to the provisions of the Intercreditor Agreement, the other Agents, the Banks and the Issuing Banks authorize and direct the Collateral Agent to take such action in their name and on their behalf under the terms and provisions of the Loan Documents and to exercise such rights and powers thereunder as are specifically delegated to or required of the Collateral Agent for the other Agents, the Banks and the Issuing Banks, together with such rights and powers as are reasonably incidental thereto. Subject to the provisions of the Intercreditor Agreement, the Collateral Agent is hereby expressly authorized to act as follows as the Collateral Agent on behalf of itself, the other Agents, the other Banks and the Issuing Banks: (a) To receive all documents and items relating to the Collateral to be furnished under the Loan Documents; (b) To distribute to the Agents, the Banks and the Issuing Banks information, requests, notices, payments, prepayments, documents and other items received from the Borrower, the other Obligated Parties, and other Persons; (c) To the extent permitted by the Loan Documents and subject to Section 13.3 below, to exercise on behalf of each Agent, each Bank and each Issuing Bank all rights and remedies of such Persons upon the occurrence of any Event of Default; (d) To accept, execute, and deliver the Borrower Pledge Agreement, the Subsidiary Pledge Agreement, the Subsidiary Guaranty and the other Security Documents as the secured party, including, without limitation all UCC financing statements; and (e) To take such other actions as may be requested by Required Banks.

Appointment and Powers of the Collateral Agent. In order to expedite the various transactions contemplated by this agreement, the other Agents, the Banks and the Issuing Banks Each Grantor hereby irrevocably appoint constitutes and authorize First Union to act as appoints the Collateral Agent hereunder and under each any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor or in the Collateral Agent’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the other Loan Documents. First Union consents foregoing, hereby gives said attorneys the power and right, on behalf of such Grantor, without notice to or assent by such appointment and agrees Grantor, to perform do the duties of the Collateral Agent as specified herein. Subject following, in each case, subject to the provisions of the Intercreditor Agreement, the other Agents, the Banks and the Issuing Banks authorize and direct the Collateral Agent to take such action in their name and on their behalf under the terms and provisions of the Loan Documents and to exercise such rights and powers thereunder as are specifically delegated to or required of the Collateral Agent for the other Agents, the Banks and the Issuing Banks, together with such rights and powers as are reasonably incidental thereto. Subject to the provisions of the Intercreditor Agreement, the Collateral Agent is hereby expressly authorized to act as follows as the Collateral Agent on behalf of itself, the other Agents, the other Banks and the Issuing Banks: (a) To receive all documents upon the occurrence and items relating during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State of New York or any other relevant jurisdiction and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do at such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to such Grantor, the exercise of voting rights with respect to voting securities, which rights may be furnished under exercised, if the Loan Documents;Collateral Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) To distribute to the Agents, extent that the Banks and the Issuing Banks information, requests, notices, payments, prepayments, documents and other items received from the Borrower, the other Obligated Parties, and other Persons; (c) To the extent permitted by the Loan Documents and subject to Section 13.3 belowGrantors’ authorization in §3 is not sufficient, to exercise on behalf of each Agentfile such financing statements with respect hereto, each Bank and each Issuing Bank all rights and remedies of such Persons upon the occurrence of any Event of Default; (d) To accept, execute, and deliver the Borrower Pledge Agreement, the Subsidiary Pledge Agreement, the Subsidiary Guaranty and the other Security Documents as the secured party, including, without limitation all UCC financing statements; and (e) To take such other actions as Collateral Agent may be requested by Required Banksdeem appropriate.

Appointment and Powers of the Collateral Agent. In order (a) The Collateral Agent is, subject to expedite the various transactions contemplated by this agreementSection 5.1, the other Agents, the Banks and the Issuing Banks hereby irrevocably appoint appointed as agent and authorize First Union representative of and on behalf of and for the benefit of the Secured Parties, to secure the payment and performance in full of the Secured Obligations. The Collateral Agent hereby accepts such appointment. Each of the Trustees confirms that each Holder has (i) irrevocably appointed the Collateral Agent, in such capacity, to act as its agent and Collateral Agent under this Agreement and (ii) irrevocably authorized the Collateral Agent hereunder and under each of the other Loan Documents. First Union consents to such appointment and agrees to perform the duties and exercise 0000-0000-0000 v10 the rights, powers and discretions that are specifically given to it under this Agreement, together with any other incidental rights, powers and discretions. (b) The Collateral Agent is, subject to Section 5.1, irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies, in each case pursuant to the Transaction Documents and applicable law and to act as set forth in this Article II or as requested in any lawful directions given to it from time to time in respect of any matter by Act of the Applicable Authorized Representative. (c) Subject to Article IV, the Collateral Agent shall take direction only pursuant to an Act of the Applicable Authorized Representative. (d) No direction given to the Collateral Agent (whether given by Act of the Applicable Authorized Representative or otherwise by any Person) that in the sole judgment of the Collateral Agent as specified herein. Subject imposes, or purports to the provisions of the Intercreditor Agreementimpose or might reasonably be expected to impose, the other Agents, the Banks and the Issuing Banks authorize and direct upon the Collateral Agent any obligation or liability not set forth in or arising under this Agreement or any other Transaction Document accepted by the Collateral Agent shall be binding upon the Collateral Agent unless the Collateral Agent elects, at its sole discretion, to take accept such action in direction. (e) Except as specifically provided herein, the Trustees are party to this Agreement solely to confirm their name and on their behalf under the terms and provisions acknowledgement of the Loan Documents and to exercise such rights and powers thereunder as are specifically delegated to or required undertaking of the Collateral Agent for the other Agents, the Banks set forth in Section 2.1(a) and the Issuing Banks, together with such rights and powers as are reasonably incidental thereto. Subject to the provisions their acceptance of the Intercreditor rights granted to them by this Agreement. Neither of the Trustees nor any Secured Party nor any other holder of Secured Obligations shall have (i) any obligation or liability under this Agreement (except as specifically provided herein) or under any Act of the Applicable Authorized Representative, to which it is not a signatory party, (ii) any responsibility or duty whatsoever in respect of the Collateral or the Transaction Documents or any other interest, right, power or remedy granted to or enforceable by the Collateral Agent, it being understood and agreed by the Collateral Agent is hereby expressly authorized to act as follows as and by the Company, REIT and the Guarantors that only the Collateral Agent on behalf of itselfshall be bound by, or liable for breach of, the other Agentsobligations of the Collateral Agent set forth in or arising under the Transaction Documents, the other Banks and the Issuing Banks: (a) To receive including all documents and items obligations imposed by law upon a secured party relating to the protection, maintenance, release or enforcement of any security interest in any Collateral to be furnished under or any other interest, right, power or remedy of the Loan Documents; (b) To distribute to the Agents, the Banks and the Issuing Banks information, requests, notices, payments, prepayments, documents and other items received from the Borrower, the other Obligated Parties, and other Persons; (c) To the extent permitted by the Loan Documents and subject to Section 13.3 below, to exercise on behalf of each Collateral Agent, each Bank or (iii) any liability whatsoever for any act or omission of the Collateral Agent, whether or not constituting a breach of the Collateral Agent’s undertaking and each Issuing Bank all rights and remedies of such Persons upon the occurrence of any Event of Default; (d) To accept, execute, and deliver the Borrower Pledge Agreement, the Subsidiary Pledge Agreement, the Subsidiary Guaranty and the other Security Documents as the secured party, including, without limitation all UCC financing statements; and (e) To take such other actions as may be requested by Required Banksobligations under this Agreement or otherwise constituting wrongful conduct except for gross negligence or willful misconduct.

Appointment and Powers of the Collateral Agent. In order to expedite the various transactions contemplated by this agreement, the other Agents, the Banks and the Issuing Banks The Secured Parties party hereto hereby irrevocably appoint and authorize First Union to act as the Collateral Agent hereunder and under each of the other Loan Documents. First Union consents to such appointment and agrees to perform the duties of the Collateral Agent as specified herein. Subject to the provisions of the Intercreditor Agreement, the other Agents, the Banks their agent hereunder and the Issuing Banks hereby authorize and direct the Collateral Agent to take such action in their name and on their behalf under the terms and provisions of the Loan Documents and to exercise such rights rights, remedies, powers and powers thereunder privileges hereunder as are specifically delegated authorized to or required of be exercised by the Collateral Agent for by the other Agents, the Banks and the Issuing Banksterms hereof, together with such rights rights, remedies, powers and powers privileges as are reasonably incidental thereto. Subject The Secured Parties agree that the Collateral Agent shall not be required to exercise any discretion or take any action or refrain from taking any action in its capacity as the Collateral Agent, but shall only be required to act or refrain from acting in such capacity (and shall be fully protected in so acting or refraining from acting) upon the instruction of the Administrative Agent (or if the Royal Policy remains in effect, the instruction of Royal (with prior written consent of the Administrative Agent)). The Collateral Agent shall be entitled to retain experts and to act in reliance upon the advice of such experts concerning all matters pertaining to the provisions agencies hereby created and its duties hereunder, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such experts selected by it. The relationship between the Collateral Agent and each of the Intercreditor Secured Parties is that of the Collateral Agent and principal only, and nothing herein shall be deemed to constitute the Collateral Agent a trustee for any of the Secured Parties or impose on the Collateral Agent any obligations other than those for which express provision is made herein. If the Collateral Agent receives unclear or conflicting instructions, it shall be entitled to refrain from taking action until clear or non-conflicting instructions are received, but shall inform the instructing party or parties promptly of its decision to refrain from taking such action. Except as required by the specific terms of this Agreement, the Collateral Agent is hereby expressly authorized shall have no duty to act exercise any right, power, remedy or privilege granted to it hereby, or to take any affirmative action hereunder, unless directed to do so by the Administrative Agent (or if the Royal Policy remains in effect, by Royal (with prior written consent of the Administrative Agent) (and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding on the Secured Parties), and shall not, without the prior approval of the Administrative Agent or Royal, as follows as applicable, waive any default on the part of the Borrower or the Servicer. Notwithstanding anything herein to the contrary, the Collateral Agent on behalf of itselfshall not be required to take any action (i) which the Collateral Agent has determined will expose the Collateral Agent to personal or financial liability, unless indemnified 50 Receivables Financing Agreement to its satisfaction, or (ii) which is contrary to this Agreement, the other AgentsTransaction Documents, or applicable law. The Collateral Agent shall be entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have been given, signed or sent by the other Banks proper Person or Persons. The Collateral Agent shall be entitled to assume that no Termination Event shall have occurred and the Issuing Banks: (a) To receive all documents and items relating to be continuing, unless an officer of the Collateral to be furnished under Agent has actual knowledge thereof or the Loan Documents; (b) To distribute to the Agents, the Banks and the Issuing Banks information, requests, notices, payments, prepayments, documents and other items Collateral Agent has received written notice thereof from the Borrower, the other Obligated Secured Parties, and other Persons; (c) To the extent permitted by the Loan Documents and subject to Section 13.3 below, to exercise on behalf of each Agent, each Bank and each Issuing Bank all rights and remedies of such Persons upon the occurrence of any Event of Default; (d) To accept, execute, and deliver the Borrower Pledge Agreement, the Subsidiary Pledge Agreement, the Subsidiary Guaranty and the other Security Documents as the secured party, including, without limitation all UCC financing statements; and (e) To take such other actions as may be requested by Required Banks.

Appointment and Powers of the Collateral Agent. In order (a) The Collateral Agent is, subject to expedite the various transactions contemplated by this agreementSection 5.1, the other Agents, the Banks and the Issuing Banks hereby irrevocably appoint appointed as agent and authorize First Union representative of and on behalf of and for the benefit of the Secured Parties, to secure the payment and performance in full of the Secured Obligations. The Collateral Agent hereby accepts such appointment. Each of the Trustees confirms that each Holder has (i) irrevocably appointed the Collateral Agent, in such capacity, to act as its agent and Collateral Agent under this Agreement and (ii) irrevocably authorized the Collateral Agent hereunder and under each of the other Loan Documents. First Union consents to such appointment and agrees to perform the duties and exercise the rights, powers and discretions that are specifically given to it under this Agreement, together with any other incidental rights, powers and discretions. (b) The Collateral Agent is, subject to Section 5.1, irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies, in each case pursuant to the Transaction Documents and applicable law and to act as set forth in this Article II or as requested in any lawful directions given to it from time to time in respect of any matter by Act of the Applicable Authorized Representative. (c) Subject to Article IV, the Collateral Agent shall take direction only pursuant to an Act of the Applicable Authorized Representative. (d) No direction given to the Collateral Agent (whether given by Act of the Applicable Authorized Representative or otherwise by any Person) that in the sole judgment of the Collateral Agent as specified herein. Subject imposes, or purports to the provisions of the Intercreditor Agreementimpose or might reasonably be expected to impose, the other Agents, the Banks and the Issuing Banks authorize and direct upon the Collateral Agent any obligation or liability not set forth in or arising under this Agreement or any other Transaction Document accepted by the Collateral Agent shall be binding upon the Collateral Agent unless the Collateral Agent elects, at its sole discretion, to take accept such action in direction. (e) Except as specifically provided herein, the Trustees are party to this Agreement solely to confirm their name and on their behalf under the terms and provisions acknowledgement of the Loan Documents and to exercise such rights and powers thereunder as are specifically delegated to or required undertaking of the Collateral Agent for the other Agents, the Banks set forth in Section 2.1(a) and the Issuing Banks, together with such rights and powers as are reasonably incidental thereto. Subject to the provisions their acceptance of the Intercreditor rights granted to them by this Agreement. Neither of the Trustees nor any Secured Party nor any other holder of Secured Obligations shall have (i) any obligation or liability under this Agreement (except as specifically provided herein) or under any Act of the Applicable Authorized Representative, to which it is not a signatory party, (ii) any responsibility or duty whatsoever in respect of the Collateral or the Transaction Documents or any other interest, right, power or remedy granted to or enforceable by the Collateral Agent, it being understood and agreed by the Collateral Agent is hereby expressly authorized to act as follows as and by the Company, REIT and the Guarantors that only the Collateral Agent on behalf of itselfshall be bound by, or liable for breach of, the other Agentsobligations of the Collateral Agent set forth in or arising under the Transaction Documents, the other Banks and the Issuing Banks: (a) To receive including all documents and items obligations imposed by law upon a secured party relating to the protection, maintenance, release or enforcement of any security interest in any Collateral to be furnished under or any other interest, right, power or remedy of the Loan Documents; (b) To distribute to the Agents, the Banks and the Issuing Banks information, requests, notices, payments, prepayments, documents and other items received from the Borrower, the other Obligated Parties, and other Persons; (c) To the extent permitted by the Loan Documents and subject to Section 13.3 below, to exercise on behalf of each Collateral Agent, each Bank or (iii) any liability whatsoever for any act or omission of the Collateral Agent, whether or not constituting a breach of the Collateral Agent’s undertaking and each Issuing Bank all rights and remedies of such Persons upon the occurrence of any Event of Default; (d) To accept, execute, and deliver the Borrower Pledge Agreement, the Subsidiary Pledge Agreement, the Subsidiary Guaranty and the other Security Documents as the secured party, including, without limitation all UCC financing statements; and (e) To take such other actions as may be requested by Required Banksobligations under this Agreement or otherwise constituting wrongful conduct except for gross negligence or willful misconduct.

Appointment and Powers of the Collateral Agent. In order to expedite the various transactions contemplated by this agreement, the other Agents, the Banks and the Issuing Banks (a) The Collateral Agent is hereby irrevocably appoint appointed as agent and authorize First Union representative of and on behalf of and for the benefit of the Secured Parties, to act as secure the payment and performance in full of the Secured Obligations. The Collateral Agent hereunder and under each of the other Loan Documentshereby accepts such appointment. First Union consents to such appointment and agrees to perform the duties of the Collateral Agent as specified herein. Subject to the provisions of the Intercreditor Agreement, the other Agents, the Banks and the Issuing Banks authorize and direct the Collateral Agent to take such action in their name and on their behalf under the terms and provisions of the Loan Documents and to exercise such rights and powers thereunder as are specifically delegated to or required of the Collateral Agent for the other Agents, the Banks and the Issuing Banks, together with such rights and powers as are reasonably incidental thereto. Subject to the provisions of the Intercreditor AgreementIn addition, the Collateral Agent is hereby expressly authorized irrevocably appointed as security trustee on behalf of and for the benefit of the Secured Parties with respect to that certain first preferred Vanuatu ship mortgage over the Vanuatu registered vessel NORTHERN PRINCESS, Official No. 1576, to be entered into contemporaneously with this Agreement and as the same may be amended, modified or restated from time to time. The Collateral Agent hereby accepts such appointment. Each of the Priority Facility Agent, the Trustee and the Working Capital Facility Agent confirms that each Priority Facility Lender (in the case of the Priority Facility Agent), Holder (in the case of the Trustee) and each Working Capital Facility Lender (in the case of the Working Capital Facility Agent) has (i) irrevocably appointed the Collateral Agent, in such capacity, to act as follows as its agent and Collateral Agent under this Agreement and (ii) irrevocably authorized the Collateral Agent on behalf of itselfto perform the duties and exercise the rights, the powers and discretions that are specifically given to it under this Agreement, together with any other Agentsincidental rights, the other Banks powers and the Issuing Banks: (a) To receive all documents and items relating to the Collateral to be furnished under the Loan Documents;discretions. (b) To distribute The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies, in each case pursuant to the Agents, Security Documents and applicable law and to act as set forth in this Article II or as requested in any lawful directions given to it from time to time in respect of any matter by Act of the Banks and the Issuing Banks information, requests, notices, payments, prepayments, documents and other items received from the Borrower, the other Obligated Parties, and other Persons;Applicable Authorized Representative. (c) To Subject to Article IV, the extent permitted by Collateral Agent shall take direction only pursuant to an Act of the Loan Documents and subject to Section 13.3 below, to exercise on behalf of each Agent, each Bank and each Issuing Bank all rights and remedies of such Persons upon the occurrence of any Event of Default;Applicable Authorized Representative. (d) To acceptNo direction given to the Collateral Agent (whether given by Act of the Applicable Authorized Representative or otherwise by any Person) that in the sole judgment of the Collateral Agent imposes, executeor purports to impose or might reasonably be expected to impose, and deliver upon the Borrower Pledge Agreement, the Subsidiary Pledge Agreement, the Subsidiary Guaranty and the Collateral Agent any obligation or liability not set forth in or arising under this Agreement or any other Security Documents as Document accepted by the secured partyCollateral Agent shall be binding upon the Collateral Agent unless the Collateral Agent elects, includingat its sole discretion, without limitation all UCC financing statements; andto accept such direction. (e) To take such Except as specifically provided herein, the Priority Facility Agent, the Working Capital Facility Agent and the Trustee are party to this Agreement solely to confirm their acknowledgement of the undertaking of the Collateral Agent set forth in Section 2.1(a) and their acceptance of the rights granted to them by this Agreement. Neither the Priority Facility Agent, the Working Capital Facility Agent nor the Trustee nor any Secured Party nor any other actions holder of Secured Obligations shall have (i) any obligation or liability under this Agreement (except as may specifically provided herein) or under any Act of the Applicable Authorized Representative, to which it is not a signatory party, (ii) any responsibility or duty whatsoever in respect of the Collateral or the Security Documents or any other interest, right, power or remedy granted to or enforceable by the Collateral Agent, it being understood and agreed by the Collateral Agent and by the Company and the Guarantors that only the Collateral Agent shall be requested bound by, or liable for breach of, the obligations of the Collateral Agent set forth in or arising under the Security Documents, including all obligations imposed by Required Bankslaw upon a secured party relating to the protection, maintenance, release or enforcement of any security interest in any Collateral or any other interest, right, power or remedy of the Collateral Agent, or (iii) any liability whatsoever for any act or omission of the Collateral Agent, whether or not constituting a breach of the Collateral Agent’s undertaking and obligations under this Agreement or otherwise constituting wrongful conduct.

Appointment and Powers of the Collateral Agent. In order to expedite the various transactions contemplated by this agreement, the other Agents, the Banks and the Issuing Banks (a) The Collateral Agent is hereby irrevocably appoint appointed as agent and authorize First Union representative of and on behalf of and for the benefit of the Secured Parties, to act as secure the payment and performance in full of the Secured Obligations. The Collateral Agent hereunder and under each of the other Loan Documentshereby accepts such appointment. First Union consents to such appointment and agrees to perform the duties of the Collateral Agent as specified herein. Subject to the provisions of the Intercreditor Agreement, the other Agents, the Banks and the Issuing Banks authorize and direct the Collateral Agent to take such action in their name and on their behalf under the terms and provisions of the Loan Documents and to exercise such rights and powers thereunder as are specifically delegated to or required of the Collateral Agent for the other Agents, the Banks and the Issuing Banks, together with such rights and powers as are reasonably incidental thereto. Subject to the provisions of the Intercreditor AgreementIn addition, the Collateral Agent is hereby expressly authorized irrevocably appointed as security trustee on behalf of and for the benefit of the Secured Parties with respect to that certain first preferred Vanuatu ship mortgage over the Vanuatu registered vessel NORTHERN PRINCESS, Official No. 1576, to be entered into contemporaneously with this Agreement and as the same may be amended, modified or restated from time to time. The Collateral Agent hereby accepts such appointment. Each of the Trustee and the Working Capital Facility Agent confirms that each Holder (in the case of the Trustee) and each Working Capital Facility Lender (in the case of the Working Capital Facility Agent) has (i) irrevocably appointed the Collateral Agent, in such capacity, to act as follows as its agent and Collateral Agent under this Agreement and (ii) irrevocably authorized the Collateral Agent on behalf of itselfto perform the duties and exercise the rights, the powers and discretions that are specifically given to it under this Agreement, together with any other Agentsincidental rights, the other Banks powers and the Issuing Banks: (a) To receive all documents and items relating to the Collateral to be furnished under the Loan Documents;discretions. (b) To distribute The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies, in each case pursuant to the Agents, Security Documents and applicable law and to act as set forth in this Article II or as requested in any lawful directions given to it from time to time in respect of any matter by Act of the Banks and the Issuing Banks information, requests, notices, payments, prepayments, documents and other items received from the Borrower, the other Obligated Parties, and other Persons;Applicable Authorized Representative. (c) To Subject to Article IV, the extent permitted by Collateral Agent shall take direction only pursuant to an Act of the Loan Documents and subject to Section 13.3 below, to exercise on behalf of each Agent, each Bank and each Issuing Bank all rights and remedies of such Persons upon the occurrence of any Event of Default;Applicable Authorized Representative. (d) To acceptNo direction given to the Collateral Agent (whether given by Act of the Applicable Authorized Representative or otherwise by any Person) that in the sole judgment of the Collateral Agent imposes, executeor purports to impose or might reasonably be expected to impose, and deliver upon the Borrower Pledge Agreement, the Subsidiary Pledge Agreement, the Subsidiary Guaranty and the Collateral Agent any obligation or liability not set forth in or arising under this Agreement or any other Security Documents as Document accepted by the secured partyCollateral Agent shall be binding upon the Collateral Agent unless the Collateral Agent elects, includingat its sole discretion, without limitation all UCC financing statements; andto accept such direction. (e) To take such Except as specifically provided herein, the Working Capital Facility Agent and the Trustee are party to this Agreement solely to confirm their acknowledgement of the undertaking of the Collateral Agent set forth in Section 2.1(a) and their acceptance of the rights granted to them by this Agreement. Neither the Working Capital Facility Agent nor the Trustee nor any Secured Party nor any other actions holder of Secured Obligations shall have (i) any obligation or liability under this Agreement (except as may specifically provided herein) or under any Act of the Applicable Authorized Representative, to which it is not a signatory party, (ii) any responsibility or duty whatsoever in respect of the Collateral or the Security Documents or any other interest, right, power or remedy granted to or enforceable by the Collateral Agent, it being understood and agreed by the Collateral Agent and by the Company and the Guarantors that only the Collateral Agent shall be requested bound by, or liable for breach of, the obligations of the Collateral Agent set forth in or arising under the Security Documents, including all obligations imposed by Required Bankslaw upon a secured party relating to the protection, maintenance, release or enforcement of any security interest in any Collateral or any other interest, right, power or remedy of the Collateral Agent, or (iii) any liability whatsoever for any act or omission of the Collateral Agent, whether or not constituting a breach of the Collateral Agent’s undertaking and obligations under this Agreement or otherwise constituting wrongful conduct.

Appointment and Powers of the Collateral Agent. In order (a) The Collateral Agent is, subject to expedite the various transactions contemplated by this agreementSection 5.1, the other Agents, the Banks and the Issuing Banks hereby irrevocably appoint appointed as agent and authorize First Union representative of and on behalf of and for the benefit of the Secured Parties, to secure the payment and performance in full of the Secured Obligations. The Collateral Agent hereby accepts such appointment. Each of the Trustees confirms that each Holder has (i) irrevocably appointed the Collateral Agent, in such capacity, to act as its agent and Collateral Agent under this Agreement and (ii) irrevocably authorized the Collateral Agent hereunder and under each of the other Loan Documents. First Union consents to such appointment and agrees to perform the duties and exercise the rights, powers and discretions that are specifically given to it under this Agreement, together with any other incidental rights, powers and discretions. 0000-0000-0000 v13 18 (b) The Collateral Agent is, subject to Section 5.1, irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies, in each case pursuant to the Transaction Documents and applicable law and to act as set forth in this Article II or as requested in any lawful directions given to it from time to time in respect of any matter by Act of the Applicable Authorized Representative. (c) Subject to Article IV, the Collateral Agent shall take direction only pursuant to an Act of the Applicable Authorized Representative. (d) No direction given to the Collateral Agent (whether given by Act of the Applicable Authorized Representative or otherwise by any Person) that in the sole judgment of the Collateral Agent as specified herein. Subject imposes, or purports to the provisions of the Intercreditor Agreementimpose or might reasonably be expected to impose, the other Agents, the Banks and the Issuing Banks authorize and direct upon the Collateral Agent any obligation or liability not set forth in or arising under this Agreement or any other Transaction Document accepted by the Collateral Agent shall be binding upon the Collateral Agent unless the Collateral Agent elects, at its sole discretion, to take accept such action in direction. (e) Except as specifically provided herein, the Trustees are party to this Agreement solely to confirm their name and on their behalf under the terms and provisions acknowledgement of the Loan Documents and to exercise such rights and powers thereunder as are specifically delegated to or required undertaking of the Collateral Agent for the other Agents, the Banks set forth in Section 2.1(a) and the Issuing Banks, together with such rights and powers as are reasonably incidental thereto. Subject to the provisions their acceptance of the Intercreditor rights granted to them by this Agreement. Neither of the Trustees nor any Secured Party nor any other holder of Secured Obligations shall have (i) any obligation or liability under this Agreement (except as specifically provided herein) or under any Act of the Applicable Authorized Representative, to which it is not a signatory party, (ii) any responsibility or duty whatsoever in respect of the Collateral or the Transaction Documents or any other interest, right, power or remedy granted to or enforceable by the Collateral Agent, it being understood and agreed by the Collateral Agent is hereby expressly authorized to act as follows as and by the Company, REIT, the Cash Collateral Grantors and the Guarantors that only the Collateral Agent on behalf of itselfshall be bound by, or liable for breach of, the other Agentsobligations of the Collateral Agent set forth in or arising under the Transaction Documents, the other Banks and the Issuing Banks: (a) To receive including all documents and items obligations imposed by law upon a secured party relating to the protection, maintenance, release or enforcement of any security interest in any Collateral to be furnished under or any other interest, right, power or remedy of the Loan Documents; (b) To distribute to the Agents, the Banks and the Issuing Banks information, requests, notices, payments, prepayments, documents and other items received from the Borrower, the other Obligated Parties, and other Persons; (c) To the extent permitted by the Loan Documents and subject to Section 13.3 below, to exercise on behalf of each Collateral Agent, each Bank or (iii) any liability whatsoever for any act or omission of the Collateral Agent, whether or not constituting a breach of the Collateral Agent’s undertaking and each Issuing Bank all rights and remedies of such Persons upon the occurrence of any Event of Default; (d) To accept, execute, and deliver the Borrower Pledge Agreement, the Subsidiary Pledge Agreement, the Subsidiary Guaranty and the other Security Documents as the secured party, including, without limitation all UCC financing statements; and (e) To take such other actions as may be requested by Required Banksobligations under this Agreement or otherwise constituting wrongful conduct except for gross negligence or willful misconduct.

Appointment and Powers of the Collateral Agent. In order to expedite the various transactions contemplated by this agreement, the other Agents, the Banks and the Issuing Banks hereby irrevocably appoint and authorize First Union Paribas to act as the Collateral Agent hereunder and under each of the other Loan Documents. First Union Paribas consents to such appointment and agrees to perform the duties of the Collateral Agent as specified herein. Subject to the provisions of the Intercreditor Agreement, the The other Agents, the Banks and the Issuing Banks authorize and direct the Collateral Agent to take such action in their name and on their behalf under the terms and provisions of the Loan Documents and to exercise such rights and powers thereunder as are specifically delegated to or required of the Collateral Agent for the other Agents, the Banks and the Issuing Banks, together with such rights and powers as are reasonably incidental thereto. Subject to the provisions of the Intercreditor Agreement, the The Collateral Agent is hereby expressly authorized to act as follows as the Collateral Agent on behalf of itself, the other Agents, the other Banks and the Issuing Banks: (a) To receive all documents and items relating to the Collateral to be furnished under the Loan Documents; (b) To distribute to the Agents, the Banks and the Issuing Banks information, requests, notices, payments, prepayments, documents and other items received from the Borrower, the other Obligated Parties, and other Persons; (c) To the extent permitted by the Loan Documents and subject to Section 13.3 below, to exercise on behalf of each Agent, each Bank and each Issuing Bank all rights and remedies of such Persons upon the occurrence of any Event of Default; (d) To accept, execute, and deliver the Borrower Pledge Agreement, the Subsidiary Pledge Agreement, the Subsidiary Guaranty and the other Security Documents as the secured party, including, without limitation all UCC financing statements; and (e) To take such other actions as may be requested by Required Banks.