Common use of Authority of the Collateral Agent Clause in Contracts

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have enters into this Guarantee in its capacity as agent for the Secured Parties from time to time. The rights and be entitled to exercise all powers hereunder that are specifically granted to obligations of the Collateral Agent under this Guarantee at any time are the rights and obligations of the Secured Parties at that time. Each of the Secured Parties has (subject to the terms of the Credit Documents) a several entitlement to each such right, and a several liability in respect of each such obligation, in the proportions described in the Credit Documents. The rights, remedies and discretions of the Secured Parties, or any of them, under this Guarantee may be exercised by the terms hereof, together with such powers as are reasonably incident theretoCollateral Agent. The No party to this Guarantee is obliged to inquire whether an exercise by the Collateral Agent may perform of any of its duties hereunder such right, remedy or discretion is within the Collateral Agent’s authority as agent for the Secured Parties. (b) Each party to this Guarantee acknowledges and agrees that any changes (in connection accordance with the provisions of the Credit Documents) in the identity of the persons from time to time comprising the Secured Parties gives rise to an equivalent change in the Secured Parties, without any further act. Upon such an occurrence, the persons then comprising the Secured Parties are vested with the rights, remedies and discretions and assume the obligations of the Secured Parties under this Guarantee. Each party to this Guarantee irrevocably authorizes the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on Agent to give effect to the part of any agent or attorney appointed with due care by it hereunder and shall be entitled to retain counsel and to act change in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided Lenders contemplated in this Pledge Agreement or the Indenture, neither Section 12(b) by countersigning an Assignment and Acceptance. (c) Neither the Collateral Agent nor any directorof its officers, officerdirectors, employeeemployees, attorney agents, attorneys-in-fact or agent of the Collateral Agent Affiliates shall be liable to the Pledgor any party for any action taken or omitted to be taken by the Collateral Agent, any of them under or in its capacity as Collateral Agent, hereunder, connection with this Agreement or any Credit Document (except for its or such other Person’s own bad faith, gross negligence or willful misconduct, and as determined in the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or final non-exercise by the Collateral Agent appealable judgment of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out a court of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authoritycompetent jurisdiction).

Authority of the Collateral Agent. (a) The Collateral Agent shall have enters into this Guarantee in its capacity as agent for the Secured Parties from time to time. The rights and be entitled to exercise all powers hereunder that are specifically granted to obligations of the Collateral Agent under this Guarantee at any time are the rights and obligations of the Secured Parties at that time. Each of the Secured Parties has (subject to the terms of the Credit Documents) a several entitlement to each such right, and a several liability in respect of each such obligation, in the proportions described in the Credit Documents. The rights, remedies and discretions of the Secured Parties, or any of them, under this Guarantee may be exercised by the terms hereof, together with such powers as are reasonably incident theretoCollateral Agent. The No party to this Guarantee is obliged to inquire whether an exercise by the Collateral Agent may perform of any of its duties hereunder such right, remedy or discretion is within the Collateral Agent’s authority as agent for the Secured Parties. (b) Each party to this Guarantee acknowledges and agrees that any changes (in connection accordance with the provisions of the Credit Documents) in the identity of the persons from time to time comprising the Secured Parties gives rise to an equivalent change in the Secured Parties, without any further act. Upon such an occurrence, the persons then comprising the Secured Parties are vested with the rights, remedies and discretions and assume the obligations of the Secured Parties under this Guarantee. Each party to this Guarantee irrevocably authorizes the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on Agent to give effect to the part of any agent or attorney appointed with due care by it hereunder and shall be entitled to retain counsel and to act change in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided Lenders contemplated in this Pledge Agreement or the Indenture, neither Section 12(b) by countersigning an Assignment and Acceptance. (c) Neither the Collateral Agent nor any directorof its officers, officerdirectors, employeeemployees, attorney agents, attorneys-in-fact or agent of the Collateral Agent Affiliates shall be liable to the Pledgor any party for any action taken or omitted to be taken by the Collateral Agent, any of them under or in its capacity as Collateral Agent, hereunder, connection with this Agreement or any Credit Document (except for its or such Person’s own bad faith, gross negligence or willful misconduct, and as determined in the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or final non-exercise by the Collateral Agent appealable judgment of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out a court of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authoritycompetent jurisdiction).

Authority of the Collateral Agent. (a) The Collateral Agent Agent, on behalf of itself and the other Secured Parties, shall have and be entitled to exercise all powers hereunder that which are specifically granted to the Collateral Agent Agent, on behalf of itself and the other Secured Parties, by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent Agent, on behalf of itself and the other Secured Parties, may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor the other Secured Parties nor any director, officer, employee, lawyer, attorney or agent of the Collateral Agent or the other Secured Parties shall be liable to the any Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, it or them hereunder, except for its or their own bad faith, gross negligence or willful misconduct, and as determined by a final non-appealable judgment of a court of competent jurisdiction, nor shall the Collateral Agent shall not nor the other Secured Parties be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent Agent, the other Secured Parties and its their directors, officers, employees, lawyers, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each Pledgor agrees to indemnify and hold harmless the Collateral Agent, the other Secured Parties and any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of lawyers, attorneys and paralegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by the Collateral Agent, the other Secured Parties or Persons. The Collateral Agent such Person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect of gross negligence on the Collateral. (b) The Pledgor acknowledges that the rights and responsibilities part of the Collateral Agent under this Pledge Agreement with respect to any action taken Agent, the other Secured Parties, or such Person, as determined by the Collateral Agent or the exercise or a final non-exercise by the Collateral Agent appealable judgment of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out a court of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authoritycompetent jurisdiction.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Pledged Collateral. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel of its choice and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. To the maximum extent permitted by applicable law, the Pledgor waives all claims, damages, and demands against the Collateral Agent arising out of the repossession, retention, or sale of the Collateral pursuant to the written instruction of the Majority Holders as provided herein, except such which may be found by a final and nonappealable decision of a court of competent jurisdiction to arise out of the gross negligence or willful misconduct of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, until the Collateral Agent is able to effect a sale, lease, or other disposition of the Collateral, the Collateral Agent shall have the right, subject to the receipt of any necessary regulatory approval, to use or operate the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to maintain or preserve the rights of the Pledgor as against third parties with respect to the Collateral while the Collateral is in the possession of the Collateral Agent. The Collateral Agent shall use reasonable care with respect to the Collateral in its possession or under its control. The Collateral Agent shall not have any other duty as to cause the Collateral in its possession or control or in the possession or control of any financing statement agent or continuation statement nominee of the Collateral Agent, or any income thereon or as to be filed the preservation of rights against prior parties or any other rights pertaining thereto. Upon request of the Pledgor, the Collateral Agent shall account for any monies received by the Collateral Agent in respect of any foreclosure on or disposition of the Collateral. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between among the Collateral Agent and the HoldersSecured Parties, be governed by the Indenture this Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders Secured Parties with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident theretothereto but no duties, obligations or powers shall be inferred or implied. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or agents, attorneys, experts, accountants, advisors or employees and shall not be responsible for any misconduct or negligence on the part of by any agent or attorney such person appointed with due care by it hereunder and hereunder. The Collateral Agent shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such mattersany matters arising hereunder. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to conclusively rely conclusively on any communication, instrument or document (whether in its original or facsimile form believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateralpersons. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the HoldersHolders of the Notes, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders Secured Parties with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Company agrees to indemnify and hold harmless the Collateral Agent Agent, the Secured Parties and any other Person specified above from and against any and all costs, expenses (including the reasonable fees and disbursements of counsel (including, the allocated costs of counsel)), claims and liabilities incurred by the Collateral Agent, the Secured Parties or any such Person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect gross negligence on the part of the CollateralCollateral Agent, the Secured Parties or such Person. (b) The Pledgor Company acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the HoldersSecured Parties, be governed by the Indenture Note Purchase Agreement and by such other agreements with respect thereto as may exist from form time to time among them, but, as between the Collateral Agent and the PledgorCompany, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders Secured Parties with full and valid authority so to act or refrain from acting, and the Pledgor Company shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Senior Notes Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Senior Notes Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Senior Notes Collateral Agent may perform any of its duties hereunder or in connection with the Senior Notes Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or Neither the Indenture, neither the Senior Notes Collateral Agent nor any director, officer, employee, attorney or agent of the Senior Notes Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Senior Notes Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Pledgor agrees to indemnify and hold harmless the Senior Notes Collateral Agent Agent, the Holders and any other person from and against any and all costs, expenses (including the reasonable fees and disbursements of counsel (including, the allocated costs of inside counsel)), claims and liabilities incurred by the Senior Notes Collateral Agent, the Holders or such person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect gross negligence on the part of the CollateralSenior Notes Collateral Agent, the Holders or such person. (b) The Pledgor acknowledges that the rights and responsibilities of the Senior Notes Collateral Agent under this Pledge Agreement with respect to any action taken by the Senior Notes Collateral Agent or the exercise or non-exercise by the Senior Notes Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Senior Notes Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Senior Notes Collateral Agent and the Pledgor, the Senior Notes Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel of its choice and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. To the maximum extent permitted by applicable law, the Pledgor waives all claims, damages, and demands against the Collateral Agent arising out of the repossession, retention, or sale of the Collateral pursuant to the written instruction of the Majority Holders as provided herein, except such which may be found by a final and nonappealable decision of a court of competent jurisdiction to arise out of the gross negligence or willful misconduct of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, until the Collateral Agent is able to effect a sale, lease, or other disposition of the Collateral, the Collateral Agent shall have the right, subject to the receipt of any necessary regulatory approval, to use or operate the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to maintain or preserve the rights of the Pledgor as against third parties with respect to the Collateral while the Collateral is in the possession of the Collateral Agent. The Collateral Agent shall use reasonable care with respect to the Collateral in its possession or under its control. The Collateral Agent shall not have any other duty as to cause the Collateral in its possession or control or in the possession or control of any financing statement agent or continuation statement nominee of the Collateral Agent, or any income thereon or as to be filed the preservation of rights against prior parties or any other rights pertaining thereto. Upon request of the Pledgor, the Collateral Agent shall account for any monies received by the Collateral Agent in respect of any foreclosure on or disposition of the Collateral. The provisions of Sections 7.01 and 7.03of the Indenture shall apply to the Collateral Agent under this Agreement with the same force as they apply to the Trustee under the Indenture. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between among the Collateral Agent and the HoldersSecured Parties, be governed by the Indenture this Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders Secured Parties with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither None of the Collateral Agent nor Agent, any director, officer, employee, attorney or agent of the Collateral Agent or the Holders shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, it or them hereunder, except for its or their own bad faith, gross negligence or willful misconduct, and nor shall the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Pledgor agrees to indemnify and hold harmless the Collateral Agent Agent, the Holders and any other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals (including the allocated costs of inside counsel)), claims and liabilities incurred by the Collateral Agent, the Holders or such Person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect gross negligence on the part of the CollateralPerson seeking indemnification. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Senior Debenture Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel of its choice and to act in reliance upon the advice of such counsel concerning all such matters. Except Without limiting the generality of the foregoing, the Collateral Agent shall take all actions as otherwise expressly provided the Trustee or, subject to paragraph (c) below, the Holders of a majority in principal amount of the then outstanding Notes may direct it to perform in accordance with the provisions of this Pledge Agreement Agreement. However, the Collateral Agent may refuse to follow any direction that conflicts with law, the Indenture or this Agreement, or that would be likely to subject the IndentureCollateral Agent to personal liability, neither as determined by the Collateral Agent's counsel in a written opinion. Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Company agrees to indemnify and hold harmless the Collateral Agent shall have no duty to cause Agent, the Holders and any financing statement or continuation statement to be filed in respect other Person from and against any and all costs, expenses (including, the customary fees and out-of-pocket disbursements of the CollateralCollateral Agent's counsel, and, to the extent incurred in accordance with Section 14 hereof, investment banking firm or other selling agent and any other expert or agent), claims and liabilities incurred by the Collateral Agent, the Holders or such Person hereunder in connection with the subject matter of this Agreement, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Collateral Agent, the Holders or each Person. (b) The Pledgor Company acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the PledgorCompany, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor Company shall not be obligated or entitled to make any inquiry respecting such authority. (c) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or incur any liability. The Collateral Agent shall be under no obligation to exercise any of its rights and powers under this Agreement at the request of any Holders, unless such Holder shall have offered to the Collateral Agent security and indemnity reasonably satisfactory to it against any loss, liability or expense.

Authority of the Collateral Agent. (a) The Subject to the Collateral Sharing Agreement, the Collateral Agent shall have and be entitled to exercise all such powers hereunder that as are specifically granted delegated to the Collateral Agent on behalf of the Noteholders by the terms hereof, together with such powers as are reasonably incident incidental thereto. The Collateral Agent may perform execute any of its duties hereunder or in connection with the Collateral by or through agents subagents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all such mattersmatters pertaining to said duties. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither the The Collateral Agent nor and any director, officer, employee, attorney officer or agent employee of the Collateral Agent shall not be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, them or any of them hereunder or in its capacity as Collateral Agent, hereunderconnection herewith, except for its their own bad faith, gross negligence or willful misconduct, and ; nor shall the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant heretohereto or in connection herewith. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Borrower hereby agrees to reimburse the Collateral Agent, on demand, for all reasonable expenses incurred by it in connection with the administration and enforcement of this Agreement and agrees to indemnify and hold the Collateral Agent harmless from and against any and all liability incurred by it hereunder or in connection herewith, unless such liability shall be due to willful misconduct or gross negligence on the part of the Collateral Agent, other than the exercise of reasonable care in the physical custody of the Pledged Collateral while held by the Collateral Agent. The Collateral Agent shall have no responsibility for or obligation or duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to all or any action taken by part of the Pledged Collateral Agent or the exercise any matter or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or proceeding arising out of this Pledge Agreement shallor relating thereto, as between including, without limitation, any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights against prior parties or any other rights pertaining thereto, it being understood and agreed that Borrower shall be responsible generally for the Collateral Agent and preservation of all rights in the Holders, be governed by Pledged Collateral. Without limiting the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between generality of the Collateral Agent and the Pledgorforegoing, the Collateral Agent shall be conclusively presumed deemed to have exercised reasonable care in the custody of the Pledged Collateral if the Collateral Agent takes such action, for purposes of preserving rights in the Pledged Collateral, as the Borrower or Noteholders may reasonably request in writing, but no failure or omission or delay by the Collateral Agent in complying with any such request by Borrower or Noteholders, and no refusal by the Collateral Agent to comply with any such request by Borrower or Noteholders shall be deemed to be acting as agent for the Trustee and the Holders with full and valid authority so a failure to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authorityexercise reasonable care.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent shall be without liability for acting in good faith at the written direction of a majority in interest of the Holders of the Bonds and in reliance thereon. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons and shall be without liability for any actions it or they take or omit to take in good faith that the Collateral Agent reasonably believes to be authorized or within its powers. The Sponsor Pledgors agree to indemnify and hold harmless the Collateral Agent Agent, the Holders of Bonds and any other Person from and against any and all costs, expenses (including the reasonable fees and disbursements of counsel (including, the allocated costs of inside counsel)), claims and liabilities incurred by the Collateral Agent, the Holders of Bonds or such Person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect gross negligence on the part of the CollateralCollateral Agent, the Holders of Bonds or such Person. (b) The Each Sponsor Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the HoldersHolders of Bonds, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the PledgorSponsor Pledgors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders of Bonds with full and valid authority so to act or refrain from acting, and the Pledgor Sponsor Pledgors shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Pledgor agrees to indemnify and hold harmless the Collateral Agent Agent, the Senior Noteholders, the Convertible Noteholders and any other Person from and against any and all costs, expenses (including the reasonable fees and disbursements of counsel (including, the allocated costs of inside counsel)), claims and liabilities incurred by the Collateral Agent, the Senior Noteholders, the Convertible Noteholders or such Person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect gross negligence on the part of the CollateralCollateral Agent, the Senior Noteholders, the Convertible Noteholders or such Person. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between among the Collateral Agent Agent, the Senior Noteholders and the HoldersConvertible Noteholders, be governed by the Indenture Indenture, the Convertible Note Purchase Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee Senior Noteholders and the Holders Convertible Noteholders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Price Note Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Price Note Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Price Note Collateral Agent may perform any of its duties hereunder or in connection with the Price Note Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or Neither the Indenture, neither the Price Note Collateral Agent nor any director, officer, employee, attorney or agent of the Price Note Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Price Note Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Pledgor agrees to indemnify and hold harmless the Price Note Collateral Agent Agent, the Holders and any other person from and against any and all costs, expenses (including the reasonable fees and disbursements of counsel (including, the allocated costs of inside counsel)), claims and liabilities incurred by the Price Note Collateral Agent, the Holders or such person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect gross negligence on the part of the CollateralPrice Note Collateral Agent, the Holders or such person. (b) The Pledgor acknowledges that the rights and responsibilities of the Price Note Collateral Agent under this Pledge Agreement with respect to any action taken by the Price Note Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.Agent

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel of its choice and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. To the maximum extent permitted by applicable law, the Pledgor waives all claims, damages, and demands against the Collateral Agent arising out of the repossession, retention, or sale of the Collateral pursuant to the written instruction of the Majority Holders as provided herein, except such which may be found by a final and nonappealable decision of a court of competent jurisdiction to arise out of the gross negligence or willful misconduct of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, until the Collateral Agent is able to effect a sale, lease, or other disposition of the Collateral, the Collateral Agent shall have the right to use or operate the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to maintain or preserve the rights of the Pledgor as against third parties with respect to the Collateral while the Collateral is in the possession of the Collateral Agent. The Collateral Agent shall use reasonable care with respect to the Collateral in its possession or under its control. The Collateral Agent shall not have any other duty as to cause the Collateral in its possession or control or in the possession or control of any financing statement agent or continuation statement nominee of the Collateral Agent, or any income thereon or as to be filed the preservation of rights against prior parties or any other rights pertaining thereto. Upon request of the Pledgor, the Collateral Agent shall account for any monies received by the Collateral Agent in respect of any foreclosure on or disposition of the Collateral. The provisions of Sections 6.01 and 6.03 of the Indenture shall apply to the Collateral Agent under this Agreement with the same force as they apply to the Trustee under the Indenture. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between among the Collateral Agent and the HoldersSecured Parties, be governed by the Indenture this Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders Secured Parties with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Subject to the provisions of Section 10.06 of the Indenture, the Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel of its choice and to act in reliance upon the advice of such counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Company agrees to indemnify and hold harmless the Collateral Agent Agent, the Holders of Notes and any other Person from and against any and all costs, expenses (including the reasonable fees and disbursements of counsel (including, the allocated costs of inside counsel)), claims and liabilities incurred by the Collateral Agent, the Holders of Notes or such Person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect gross negligence on the part of the CollateralCollateral Agent, the Holders of Notes or such Person. (b) The Pledgor Company acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the HoldersHolders of Notes, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the PledgorCompany, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders of Notes with full and valid authority so to act or refrain from acting, and the Pledgor Company shall not be obligated or entitled to make any inquiry respecting such authority. (c) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or incur any liability. The Collateral Agent shall be under no obligation to exercise any of its rights and powers under this Agreement at the request of any Holders, unless such Holder shall have offered to the Collateral Agent security and indemnity satisfactory to it against any loss, liability or expense.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Pledgor agrees to indemnify and hold harmless the Collateral Agent Agent, the Holders and any other Person from and against any and all costs, expenses (including the reasonable fees and disbursements of counsel (including, the allocated costs of inside counsel)), claims and liabilities incurred by the Collateral Agent, the Holders or such Person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect gross negligence on the part of the Collateralsuch Person. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor Agent, any director, officer, employee, attorney or agent of the Collateral Agent nor the Holders of Notes shall be liable to the Pledgor Grantor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, it or them hereunder, except for its or their own bad faith, gross negligence or willful misconduct, and nor shall the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. (b) The Pledgor Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the HoldersHolders of Notes, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the PledgorGrantor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders of Notes with full and valid authority so to act or refrain from acting, and the Pledgor Grantor shall not be obligated or entitled to make any inquiry respecting such authority. (c) In the performance of its duties hereunder, the Collateral Agent shall be entitled to the benefits of Sections 7.01, 7.02, 7.03 and 7.04 of the Indenture.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Pledgor agrees to indemnify and hold harmless the Collateral Agent Agent, the Holders and any other Person from and against any and all costs, expenses (including the reasonable fees and disbursements of counsel (including, the allocated costs of inside counsel)), claims and liabilities incurred by the Collateral Agent, the Holders or such Person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect gross negligence on the part of the CollateralCollateral Agent, the Holders or such Person. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements Agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the IndentureCCI Pledge Agreement, neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. Neither the Trustee nor the Collateral Agent makes any representation with respect to the sufficiency of the Collateral. All parties hereto agree and acknowledge that the recitals are statements of the Pledgor and that neither the Trustee nor the Collateral Agent are responsible therefor. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-non exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent (as defined in the CCI Pledge Agreement) and the HoldersCCI, be governed by the Indenture CCI Pledge Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders CCI, with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither None of the Collateral Agent nor Agent, any director, officer, employee, attorney or agent of the Collateral Agent nor the holders of the Notes shall be liable to the Pledgor Pledgors for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, Pledgors or either of them hereunder, except for its Pledgors' or their own bad faith, gross negligence or willful misconduct, and nor shall the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. (b) The Pledgor acknowledges Pledgors acknowledge that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holdersholders of the Notes, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the PledgorPledgors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and holders of the Holders Notes with full and valid authority so to act or refrain from acting, and the Pledgor Pledgors shall not be obligated or entitled to make any inquiry respecting such authority. (c) The Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Pledge Agreement and no implied covenants or obligations shall be read into this Pledge Agreement against the Collateral Agent. The Collateral Agent shall not be deemed to have knowledge of an Event of Default under the Indenture unless informed in writing by a Pledgor or the Holder of any Note. (d) Collateral Agent shall not be required to exercise any remedies hereunder unless requested in writing to do so by the holders of a majority in principal amount of the outstanding Notes and only if furnished with indemnity satisfactory to the Collateral Agent. Collateral Agent may consult with counsel and shall not be liable for any action taken in good faith in reliance upon advice of counsel, except for gross negligence or willful misconduct. The Collateral Agent makes no representation or warranty and shall have no responsibility concerning the value or validity of the Collateral or the validity or perfection of the pledge thereof. (e) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which an ordinary person accords its own property, it being understood that neither the Collateral Agent nor the holders of the Notes shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any such Person has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Collateral. (f) Any resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only in accordance with the provisions of Section 7.8 of the Indenture.

Authority of the Collateral Agent. (a) The Price Note Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Price Note Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Price Note Collateral Agent may perform any of its duties hereunder or in connection with the Price Note Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or Neither the Indenture, neither the Price Note Collateral Agent nor any director, officer, employee, attorney or agent of the Price Note Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Price Note Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Pledgor agrees to indemnify and hold harmless the Price Note Collateral Agent Agent, the Holders and any other person from and against any and all costs, expenses (including the reasonable fees and disbursements of counsel (including, the allocated costs of inside counsel)), claims and liabilities incurred by the Price Note Collateral Agent, the Holders or such person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect gross negligence on the part of the CollateralPrice Note Collateral Agent, the Holders or such person. (b) The Pledgor acknowledges that the rights and responsibilities of the Price Note Collateral Agent under this Pledge Agreement with respect to any action taken by the Price Note Collateral Agent or the exercise or non-exercise by the Price Note Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Price Note Collateral Agent and the Holders, be governed by the Indenture Purchase Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Price Note Collateral Agent and the Pledgor, the Price Note Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the IndentureDebentures, neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security Security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture Debentures and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Pledgor agrees to indemnify and hold harmless the Collateral Agent Agent, the Holders of Senior Secured Discount Notes and any other Person from and against any and all costs, expenses (including the reasonable fees and disbursements of counsel (including, the allocated costs of inside counsel)), claims and liabilities incurred by the Collateral Agent, the Holders of Senior Secured Discount Notes or such Person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect gross negligence on the part of the CollateralCollateral Agent, the Holders of Senior Secured Discount Notes or such Person. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the HoldersHolders of Senior Secured Discount Notes, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders of Senior Secured Discount Notes with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (ai) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice advise of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor Agent, any director, officer, employee, attorney or agent of the Collateral Agent nor the Purchasers shall be liable to the Pledgor Grantor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, it or them hereunder, except for its or their own bad faith, gross negligence or willful misconduct, and nor shall the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateralpersons. (bii) The Pledgor Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the HoldersPurchasers, be governed by the Indenture Guaranty Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the PledgorGrantor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders Purchasers with full and valid authority so to act or refrain from acting, and the Pledgor Grantor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. (b) The Pledgor CVH acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the HoldersSecured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the PledgorCVH, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders Secured Parties with full and valid authority to so to act or refrain from acting. (b) It is hereby expressly stated that all and any of the powers granted to the Collateral Agent hereunder are granted for the exclusive purpose of protecting the Pledge granted for the benefit of the Secured Parties, and the Pledgor it shall not be obligated construed that the Collateral Agent shall be bound in any manner whatsoever in respect of CVH to exercise or entitled refrain from exercising said rights and powers, being expressly stated that failure of the Collateral Agent to make exercise any inquiry respecting such authorityof said rights or powers shall not imply its waiver thereof or an authorization not to comply with the same. (c) Any and all responsibilities, rights and obligations, including but not limited to any voting and selling rights, to be performed hereunder by the Collateral Agent shall be performed directly or by its designated nominees, at sole consideration of the Collateral Agent. This shall in no event limit the responsibilities of the Collateral Agent.

Authority of the Collateral Agent. (a1) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel of its selection and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor Agent, any director, officer, employee, attorney or agent of the Collateral Agent nor the Holders of Senior Notes shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, it or them hereunder, except for its or their own bad faith, gross negligence or willful misconduct, and nor shall the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateralpersons. (b2) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the HoldersHolders of Senior Notes, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders of Senior Notes with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such and no duties, obligations or powers as are reasonably incident theretoshall be inferred or implied. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or agents, attorneys, experts, accountants, advisors or employees and shall not be responsible for any misconduct or negligence on the part of by any agent or attorney such person appointed with due care by it hereunder and hereunder. The Collateral Agent shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such mattersany matters arising hereunder. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. In no event shall the Collateral Agent be liable for indirect, punitive, special or consequential damages. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to conclusively rely conclusively on any communication, instrument or document (whether in its original or facsimile form believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateralpersons). (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the HoldersHolders of the Notes, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders Secured Parties with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident incidental thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, Agent hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have Each Holder hereby irrevocably appoints, designates and be entitled to exercise all powers hereunder that are specifically granted to authorizes the Collateral Agent to take such action on its behalf and in its stead under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms hereofof this Agreement, together with such powers as are reasonably incident incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein, the Collateral Agent shall not have 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 Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein 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. (b) No Agent-Related Person shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (ii) be responsible in any manner to any Holder for any recital, statement, representation or warranty made by the Company or any officer thereof, contained herein, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or for any failure of the Company to perform its obligations hereunder. No Agent-Related Person shall be under any obligation to any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Company. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel. Except as provided in (d) below, the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first receive such required consent of the Holders under this Agreement. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with an appropriate request or consent of the Holders except if it shall fail to exercise rights demanded after and during the continuation of an Event of Default after receipt of the demand described in (d) below. (d) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default unless the Collateral Agent shall have received written notice from a Holder or the Company referring to this Agreement, describing such Event of Default and stating that such notice is a “Notice of Event of Default.” The Collateral Agent will notify the Holders of its receipt of any such notice. If an Event of Default occurs and is continuing, and if Majority Holders demand it in writing, the Collateral Agent shall, as soon as legally permitted, enforce the Holders’ rights to immediately collect the sums due the Holders, and enforce all of their rights against the Collateral, the Company or any other Persons. In th event the Collateral Agent fails to take such action after such demand, any of the Holders may take such action on behalf of the Holders. The Collateral Agent or the Holder enforcing such rights shall have all the powers given to such Holder in this Agreement or provided by law or equity to enforce such rights. (e) Each Holder acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Collateral Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Company or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Holder as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Holder represents to the Collateral Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and its respective Subsidiaries, and all applicable regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement. Each Holder also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Collateral Agent herein, the Collateral Agent shall not have any duty or responsibility to provide any Holder with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company or any of its respective Affiliates which may come into the possession of any Agent-Related Person. (f) With respect to its Note, Hxxxxxx Distressed Investment Master Fund shall have the same rights and powers under this Agreement as any other Holder and may exercise such rights and powers as though it were not the Collateral Agent and the terms “Holder” and “Holders” include Hxxxxxx Distressed Investment Master Fund in its individual capacity. (g) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, the Collateral Agent (irrespective of whether the principal of any Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the Company) shall be entitled and empowered, by intervention in such proceeding or otherwise: (A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Notes, and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Holders and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and the Collateral Agent and their respective agents and counsel and all other amounts due the Holders and the Collateral Agent) allowed in such judicial proceeding; and (B) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of such payments directly to the Holders, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its agents and counsel, and any other amounts due the Collateral Agent. Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Holder or to authorize the Collateral Agent to vote in respect of the claim of any Holder in any such proceeding. (h) The Holders irrevocably authorize the Collateral Agent, upon written approval of the Majority Holders: (A) to release any Lien on any property granted to or held by the Collateral Agent under this Agreement; (B) to subordinate any Lien on any property granted to or held by the Collateral Agent under this Agreement; (C) to release any Collateral for value; and (D) to collect, receive, appropriate or realize any Collateral upon an Event of Default; and upon request by the Collateral Agent at any time, the Majority Holders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property. (i) If, other than as expressly provided elsewhere herein, any Holder shall obtain on account of its Note(s), any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Holder shall immediately (a) notify the Collateral Agent of such fact, and cooperate to make the necessary payments so that each Holder shall have received its pro rata share of payments on the Obligation and the Obligation of the Company to each Holder shall be adjusted as necessary. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither None of the Collateral Agent nor Agent, any director, officer, shareholder, employee, attorney or agent of the Collateral Agent nor any Holder shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, it or them hereunder, except for its own bad faith, gross negligence or willful misconduct, and nor shall the Collateral Agent shall not be responsible for the legality, validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Escrow and Security Agreement or the Indenture, neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Escrow and Security Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Escrow and Security Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority. (c) The Collateral Agents shall maintain appropriate books and records with respect to the Collateral in which shall be recorded all deposits and transactions in and disbursements from the Escrowed Interest Account and regarding the Pledged Securities and shall permit the Company to inspect and to make copies of such books and records at the Company's sole cost and expense.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. The Pledgors agree to cause the Issuer to indemnify and hold harmless the Collateral Agent, each Holder and any other Person from and against any and all costs, expenses (including the reasonable fees and disbursements of counsel, accountants, experts or Personssuch other professionals as the Collateral Agent deems necessary, advisable or appropriate (including the allocated costs of inside counsel)), claims and liabilities incurred by the Collateral Agent, each Holder or such Person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Collateral Agent, such Holder or such Person. To the maximum extent permitted by applicable law, each Pledgor waives all claims, damages, and demands against the Collateral Agent arising out of the repossession, retention, or sale of the Collateral pursuant to the written instruction of the Trustee, except such which may arise out of the gross negligence or willful misconduct of the Collateral Agent. Until the Collateral Agent is able to effect a sale, lease, or other disposition of the Collateral, the Collateral Agent shall have the right to use or operate the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to maintain or preserve the rights of the Pledgors as against third parties with respect to the Collateral while the Collateral is in the possession of the Collateral Agent. The Collateral Agent shall use reasonable care with respect to the Collateral in its possession or under its control. The Collateral Agent shall not have any other duty as to cause the Collateral in its possession or control or in the possession or control of any financing statement agent or continuation statement nominee of the Collateral Agent, or any income thereon or as to be filed the preservation of rights against prior parties or any other rights pertaining thereto. Upon request of the Pledgors, the Collateral Agent shall account for any monies received by the Collateral Agent in respect of any foreclosure on or disposition of the Collateral. (b) The Each Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between among the Collateral Agent and the HoldersHolders of Notes, be governed by the Indenture this Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the PledgorPledgors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.valid

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent shall be without liability for acting in good faith at the written direction of a majority in interest of the Holders of the Bonds and in reliance thereon. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons and shall be without liability for any actions it or they take or omit to take in good faith that the Collateral Agent reasonably believes to be authorized or within its powers. The Company & Partner Pledgors agree to indemnify and hold harmless the Collateral Agent Agent, the Holders of Bonds and any other Person from and against any and all costs, expenses (including the reasonable fees and disbursements of counsel (including, the allocated costs of inside counsel)), claims and liabilities incurred by the Collateral Agent, the Holders of Bonds or such Person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect gross negligence on the part of the CollateralCollateral Agent, the Holders of the Bonds or such Person. (b) The Each Company & Partner Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the HoldersHolders of Bonds, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the PledgorCompany & Partner Pledgors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders of Bonds with full and valid authority so to act or refrain from acting, and the Pledgor Company & Partner Pledgors shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Debentures Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Debentures Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Debentures Collateral Agent may perform any of its duties hereunder or in connection with the Debentures Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or Neither the Indenture, neither the Debentures Collateral Agent nor any director, officer, employee, attorney or agent of the Debentures Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Debentures Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Pledgor agrees to indemnify and hold harmless the Debentures Collateral Agent Agent, the Holders and any other person from and against any and all costs, expenses (including the reasonable fees and disbursements of counsel (including, the allocated costs of inside counsel)), claims and liabilities incurred by the Debentures Collateral Agent, the Holders or such person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect gross negligence on the part of the CollateralDebentures Collateral Agent, the Holders or such person. (b) The Pledgor acknowledges that the rights and responsibilities of the Debentures Collateral Agent under this Pledge Agreement with respect to any action taken by the Debentures Collateral Agent or the exercise or non-exercise by the Debentures Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Debentures Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Debentures Collateral Agent and the Pledgor, the Debentures Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. Neither the Trustee nor the Collateral Agent makes any representation with respect to the sufficiency of the Collateral. All parties hereto agree and acknowledge that the recitals are statements of the Pledgor and that neither the Trustee nor the Collateral Agent are responsible therefor. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateral. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (ai) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. The Pledgor agrees to indemnify and hold harmless the Collateral Agent Agent, the Holders and any other Person from and against any and all costs, expenses (including the reasonable fees and disbursements of counsel (including, the allocated costs of inside counsel)), claims and liabilities incurred by the Collateral Agent, the Holders or such Person hereunder, unless such claim or liability shall have no duty be due to cause any financing statement willful misconduct or continuation statement to be filed in respect gross negligence on the part of the CollateralCollateral Agent, the Holders or such Person. (bii) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture and by such other agreements Agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.

Authority of the Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder and under the Security Documents that are specifically granted to the Collateral Agent by the terms hereofhereof or thereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or under the Security Documents or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel of its choice and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be liable to the Pledgor for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any Security Document, or of any document or security instrument furnished pursuant heretohereto or thereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Personspersons. To the maximum extent permitted by applicable law, the Pledgor waives all claims, damages, and demands against the Collateral Agent arising out of the repossession, retention or sale of the Collateral pursuant to the written instruction of the Majority Holders as provided herein, except such which may arise out of the gross negligence or willful misconduct of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, until the Collateral Agent is able to effect a sale, lease, or other disposition of the Collateral, the Collateral Agent shall have the right to use or operate the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to maintain or preserve the rights of the Pledgor as against third parties with respect to the Collateral while the Collateral is in the possession of the Collateral Agent. The Collateral Agent shall use reasonable care with respect to the Collateral in its possession or under its control. The Collateral Agent shall not have any other duty as to cause the Collateral in its possession or control or in the possession or control of any financing statement agent or continuation statement nominee of the Collateral Agent, or any income thereon or as to be filed the preservation of rights against prior parties or any other rights pertaining thereto. Upon request of the Pledgor, the Collateral Agent shall account for any monies received by the Collateral Agent in respect of any foreclosure on or disposition of the Collateral. (b) The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between among the Collateral Agent and the HoldersSecured Parties, be governed by the Indenture this Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders Secured Parties with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority. The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Pledgor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

Authority of the Collateral Agent. (ai) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or attorneys, shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither Neither the Collateral Agent nor Agent, any director, officer, employee, attorney or agent of the Collateral Agent nor any Holder shall be liable to the Pledgor Pledgors for any action taken or omitted to be taken by the Collateral Agent, in its capacity as Collateral Agent, it or them hereunder, except for its or their own negligence or bad faith, gross negligence or willful misconduct, and nor shall the Collateral Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely conclusively on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper Person person or Persons. The Collateral Agent shall have no duty to cause any financing statement or continuation statement to be filed in respect of the Collateralpersons. (bii) The Each Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the Holders, be governed by the Indenture Indentures and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the PledgorPledgors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Trustee and the Holders with full and valid authority so to act or refrain from acting, and the neither Pledgor shall not be obligated or entitled to make any inquiry respecting such authority.