Common use of Certain Duties and Responsibilities of the Collateral Agent Clause in Contracts

Certain Duties and Responsibilities of the Collateral Agent. The Collateral Agent accepts its duties and responsibilities hereunder as agent for the Corporation, on and subject to the following terms and conditions: (a) The Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that (i) the duties and obligations of the Collateral Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Collateral Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Collateral Agent; and (ii) in the absence of bad faith on its part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement, but in the case of any such statements, certificates or opinions that by any provision hereof are specifically required to be furnished to the Collateral Agent, the Collateral Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. (b) The Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts. (c) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Collateral Agent shall be subject to the provisions of this Section. (e) The Collateral Agent is acting solely as agent for the Corporation hereunder and owes no fiduciary duties to any Person by virtue of this Agreement. (f) Except as specifically provided herein, the Collateral Agent shall not be responsible for the validity, sufficiency, collectibility or marketability of any Collateral given to or held by it hereunder or for the validity or sufficiency of the lien on the Collateral purported to be created hereby and shall have no obligation to file any financing or continuation statement with respect to the Collateral in any public office at any time or time.

Certain Duties and Responsibilities of the Collateral Agent. The Collateral Agent accepts its duties and responsibilities hereunder as agent for the Corporation, on and subject to the following terms and conditionsAt all times: (ai) The the Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that (i) the duties Indenture and obligations of the Collateral Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Collateral Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Credit Agreement, and no implied covenants or obligations shall be read into this Indenture and Credit Agreement against the Collateral Agent; and; (ii) in the absence of manifest error, or bad faith on its part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Indenture and Credit Agreement, but ; provided that in the case of any such statements, certificates or opinions that which by any provision hereof are specifically required to be furnished to the Collateral Agent, the Collateral Agent shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this Indenture and Credit Agreement and shall promptly notify the party delivering the same if such certificate or opinion does not conform. If a corrected form shall not have been delivered to the Collateral Agent within fifteen days after such notice from the Collateral Agent, the Collateral Agent shall so notify the party providing such instrument and requesting the correction thereof; and (iii) in the case that an Event of Default actually known to the Collateral Agent has occurred and is continuing, the Collateral Agent shall take such actions only upon receipt of direction from a Majority of the Controlling Class (or direction from the Loan Agent on behalf of and at the direction of the Class A Lender as the Controlling Class, or direction from the Trustee with respect to a Majority of the Controlling Class, which direction may be given by the Trustee to the Collateral Agent and shall be given by the Trustee to the Collateral Agent to the extent that the Trustee receives direction from a Majority of the Controlling Class) (or other Debtholders to the extent provided in Article 5 hereof). If, in performing its duties under this Indenture and Credit Agreement, the Collateral Agent is required to decide between alternative courses of action, the Collateral Agent may request written instructions from the Majority of the Controlling Class as to courses of action desired by it. If the Collateral Agent does not receive such instructions within two (2) Business Days after it has requested them, it may, but shall be under no duty to, take or refrain from taking such action. The Collateral Agent shall act in accordance with instructions received after such two (2) Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions. The Collateral Agent shall be entitled to request and rely on the advice of legal counsel and Independent accountants, in each case selected in good faith and, with reasonable care, in performing its duties hereunder and be deemed to have acted in good faith and shall not be subject to any liability if it acts in reliance thereon, in good faith and in accordance with such advice or opinion. (biv) The No provision of this Indenture and Credit Agreement shall be construed to relieve the Collateral Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that the Collateral Agent shall not be liable liable: (1) for any error of judgment made in good faith by a Responsible Officer of the Collateral AgentBank Officer, unless it shall be proved proven that the Collateral Agent was grossly negligent in ascertaining the pertinent facts.; or (c2) with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer and/or a Majority of the Controlling Class relating to the time, method and place of conducting any Proceeding for any remedy available to the Collateral Agent, or exercising any trust or power conferred upon the Collateral Agent, under this Indenture and Credit Agreement; No provision of this Indenture and Credit Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powerspowers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether it unless such risk or not therein expressly so providedliability relates to its ordinary services under this Indenture and Credit Agreement, every provision of except where this Indenture and Credit Agreement relating to the conduct or affecting the liability of or affording protection to the provides otherwise. The Collateral Agent shall not be subject liable to the provisions Debtholders for any action taken or omitted by it at the direction of the Issuer, the Servicer, the Controlling Class, the Trustee, the Note Administrator, the Loan Agent and/or a Debtholder under circumstances in which such direction is required or permitted by the terms of this Section. (e) The Collateral Agent is acting solely as agent for the Corporation hereunder Indenture and owes no fiduciary duties to any Person by virtue of Credit Agreement. For all purposes under this Indenture and Credit Agreement. (f) Except as specifically provided herein, the Collateral Agent shall not be responsible for the validity, sufficiency, collectibility deemed to have notice or marketability knowledge of any Collateral given to Default or held by it hereunder Event of Default or for the validity or sufficiency Mortgage Asset Default unless a Bank Officer of the lien on Collateral Agent has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default or Default or Mortgage Asset Default is received by the Collateral purported Agent at the Corporate Trust Office, and such notice references the Debt generally or this Indenture and Credit Agreement. For purposes of determining the Collateral Agent’s responsibility and liability hereunder, whenever reference is made in this Indenture and Credit Agreement to such an Event of Default or a Default, such reference shall be created hereby construed to refer only to such an Event of Default or Default of which the Collateral Agent is deemed to have notice as described in this Section 6.17. The availability or delivery (including pursuant to this Indenture and shall have no obligation to file any financing Credit Agreement) of reports or continuation statement with respect other documents (including news or other publicly available reports or documents) to the Collateral Agent shall not constitute actual or constructive knowledge or notice of in-formation contained in or determinable from those reports or documents, except for such reports or documents that this Indenture or Credit Agreement expressly requires the Collateral Agent to review. (v) The Collateral Agent shall, upon receipt of reasonable prior written notice to the Collateral Agent, permit the Issuer and its designees, during its normal business hours, to review all books of account, records, reports and other papers of the Collateral Agent (other than items protected by attorney client privilege) relating to the Debt and to make copies and extracts therefrom (the reasonable out of pocket expenses incurred in making any public office at any time such copies or timeextracts to be reimbursed to the Collateral Agent by such Person).

Certain Duties and Responsibilities of the Collateral Agent. The Collateral Agent accepts its duties and responsibilities hereunder as agent for the CorporationCompany, on and subject to the following terms and conditions: (a) The Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that (i) the duties and obligations of the Collateral Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Collateral Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Collateral Agent; and (ii) in the absence of bad faith on its part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement, but in the case of any such statements, certificates or opinions that by any provision hereof are specifically required to be furnished to the Collateral Agent, the Collateral Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementAgreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein). (b) The Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts. (c) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Collateral Agent shall be subject to the provisions of this Section. (e) The Collateral Agent is acting solely as agent for the Corporation Company hereunder and owes no fiduciary duties to any Person by virtue of this Agreement. (f) Except as specifically provided herein, the Collateral Agent shall not be responsible for the validity, sufficiency, collectibility collectability or marketability of any Collateral given to or held by it hereunder or for the validity or sufficiency of the lien on the Collateral purported to be created hereby and shall have no obligation to file any financing or continuation statement with respect to the Collateral in any public office at any time or time.

Certain Duties and Responsibilities of the Collateral Agent. The (a) Except during the continuance of an Event of Default of which the Collateral Agent accepts its duties and responsibilities hereunder as agent for the Corporation, on and subject to the following terms and conditionshas knowledge: (ai) The Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that (i) the duties and obligations of the Collateral Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Collateral Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Collateral Agent; and (ii) in In the absence of bad faith on its part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Collateral Agent believed by it to be genuine and to have been signed by a proper person and otherwise conforming to the requirements of this Agreement, ; but in the case of any such statements, certificates or opinions that which by any provision hereof are specifically required to be furnished to the Collateral Agent, the Collateral Agent shall be under a duty to examine the same to determine whether or not they conform conform, as to matters of form, to the requirements of this Agreement, as appropriate. (b) In case an Event of Default has occurred and is continuing to the knowledge of the Collateral Agent, the Collateral Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as consistent with sound banking practice. (c) No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own grossly negligent failure to act, or its own grossly willful misconduct, except that: (i) This subsection shall not be construed to limit the effect of subsection (a) of this Section; (ii) The Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer an officer of the Collateral Agent, Agent unless it shall be proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts; and (iii) The Collateral Agent shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Required Holders. (cd) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it the Collateral Agent shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthe Collateral Agent. (de) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Collateral Agent shall be subject to the provisions of this Section. (e) The Collateral Agent is acting solely as agent for the Corporation hereunder and owes no fiduciary duties to any Person by virtue of this Agreement. (f) Except as specifically provided herein, the Collateral Agent shall not be responsible for the validity, sufficiency, collectibility or marketability of any Collateral given to or held by it hereunder or for the validity or sufficiency of the lien on the Collateral purported to be created hereby and shall have no obligation to file any financing or continuation statement with respect to the Collateral in any public office at any time or time.

Certain Duties and Responsibilities of the Collateral Agent. The Collateral Agent accepts its duties and responsibilities hereunder as agent for the Corporation, on and subject to the following terms and conditions: (a) The Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that (i) the duties and obligations of the Collateral Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Collateral Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Collateral Agent; and (ii) in the absence of bad faith on its part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement, but in the case of any such statements, certificates or opinions that by any provision hereof are specifically required to be furnished to the Collateral Agent, the Collateral Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. (b) The Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts. (c) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Collateral Agent shall be subject to the provisions of this Section. (e) The Collateral Agent is acting solely as agent for the Corporation hereunder and owes no fiduciary duties to any Person by virtue of this Agreement. (f) Except as specifically provided herein, the Collateral Agent shall not be responsible for the validity, sufficiency, collectibility or marketability of any Collateral given to or held by it hereunder or for the validity or sufficiency of the lien on the Collateral purported to be created hereby and shall have no obligation to file any financing or continuation statement with respect to the Collateral in any public office at any time or time.

Certain Duties and Responsibilities of the Collateral Agent. The Collateral Agent accepts its duties and responsibilities hereunder as agent for the Corporation, on and subject to the following terms and conditions: (a) The Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that: (i) the duties and obligations of the Collateral Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Collateral Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Collateral Agent; and (ii) in the absence of bad faith on its part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement, but in the case of any such statements, certificates or opinions that by any provision hereof are specifically required to be furnished to the Collateral Agent, the Collateral Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. (b) The Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Collateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts. (c) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Collateral Agent shall be subject to the provisions of this Section. (e) The Collateral Agent is acting solely as agent for the Corporation hereunder and owes no fiduciary duties to any Person by virtue of this Agreement. (f) Except as specifically provided herein, the Collateral Agent shall not be responsible for the validity, sufficiency, collectibility or marketability of any Collateral given to or held by it hereunder or for the validity or sufficiency of the lien on the Collateral purported to be created hereby and shall have no obligation to file any financing or continuation statement with respect to the Collateral in any public office at any time or time.

Certain Duties and Responsibilities of the Collateral Agent. The Collateral Agent accepts its duties and responsibilities hereunder as agent for the Corporation, on and subject to the following terms and conditionsAt all times: (ai) The the Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that (i) the duties Indenture and obligations of the Collateral Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Collateral Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Credit Agreement, and no implied covenants or obligations shall be read into this Indenture and Credit Agreement against the Collateral Agent; and; (ii) in the absence of manifest error, or bad faith on its part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Indenture and Credit Agreement, but ; provided that in the case of any such statements, certificates or opinions that which by any provision hereof are specifically required to be furnished to the Collateral Agent, the Collateral Agent shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this Indenture and Credit Agreement and shall promptly notify the party delivering the same if such certificate or opinion does not conform. If a corrected form shall not have been delivered to the Collateral Agent within fifteen (15) days after such notice from the Collateral Agent, the Collateral Agent shall so notify the party providing such instrument and requesting the correction thereof; and (iii) in the case that an Event of Default actually known to the Collateral Agent has occurred and is continuing, the Collateral Agent shall take such actions only upon receipt of direction from a Majority of the Controlling Class (or direction from the Loan Agent on behalf of and at the direction of the Class A Lender as the Controlling Class, or direction from the Trustee with respect to the Majority of the Controlling Class, which direction may be given by the Trustee to the Collateral Agent and shall be given by the Trustee to the Collateral Agent to the extent that the Trustee receives direction from the Majority of the Controlling Class) (or other Debtholders to the extent provided in Article 5 hereof). If, in performing its duties under this Indenture and Credit Agreement, the Collateral Agent is required to decide between alternative courses of action, the Collateral Agent may request written instructions from the Majority of the Controlling Class as to courses of action desired by it. If the Collateral Agent does not receive such instructions within two (2) Business Days after it has requested them, it may, but shall be under no duty to, take or refrain from taking such action. The Collateral Agent shall act in accordance with instructions received after such two (2) Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions. The Collateral Agent shall be entitled to request and rely on the advice of legal counsel and Independent accountants, in each case selected in good faith and, with due care, with regard to legal or accounting questions, as applicable, arising out of the performance of its duties hereunder and be deemed to have acted in good faith and shall not be subject to any liability if it acts in reasonable reliance thereon, in good faith and in accordance with such advice or opinion. (biv) The No provision of this Indenture and Credit Agreement shall be construed to relieve the Collateral Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that the Collateral Agent shall not be liable liable: (1) for any error of judgment made in good faith by a Responsible Officer of the Collateral AgentBank Officer, unless it shall be proved proven that the Collateral Agent was grossly negligent in ascertaining the pertinent facts.; or (c2) with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer and/or a Majority of the Controlling Class relating to the time, method and place of conducting any Proceeding for any remedy available to the Collateral Agent, or exercising any trust or power conferred upon the Collateral Agent, under this Indenture and Credit Agreement; No provision of this Indenture and Credit Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powerspowers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether it unless such risk or not therein expressly so providedliability relates to its ordinary services under this Indenture and Credit Agreement, every provision of except where this Indenture and Credit Agreement relating to the conduct or affecting the liability of or affording protection to the provides otherwise. The Collateral Agent shall not be subject liable to the provisions Debtholders for any action taken or omitted by it at the direction of the Issuer, the Directing Holder, the Servicer, the Controlling Class, the Trustee, the Note Administrator, the Loan Agent and/or a Debtholder under circumstances in which such direction is required or permitted by the terms of this Section. (e) The Collateral Agent is acting solely as agent for the Corporation hereunder Indenture and owes no fiduciary duties to any Person by virtue of Credit Agreement. For all purposes under this Indenture and Credit Agreement. (f) Except as specifically provided herein, the Collateral Agent shall not be responsible for the validity, sufficiency, collectibility deemed to have notice or marketability knowledge of any Collateral given to Default or held by it hereunder Event of Default, Class A Loan Principal Trigger Event or for the validity or sufficiency Mortgage Asset Default unless a Bank Officer of the lien on Collateral Agent has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default or Default or Mortgage Asset Default is received by the Collateral purported Agent at the Corporate Trust Office, and such notice references the Debt generally or this Indenture and Credit Agreement. For purposes of determining the Collateral Agent’s responsibility and liability hereunder, whenever reference is made in this Indenture and Credit Agreement to such an Event of Default or a Default, such reference shall be created hereby construed to refer only to such an Event of Default or Default of which the Collateral Agent is deemed to have notice as described in this Section 6.17. The availability or delivery (including pursuant to this Indenture and shall have no obligation to file any financing Credit Agreement) of reports or continuation statement with respect other documents (including news or other publicly available reports or documents) to the Collateral Agent shall not constitute actual or constructive knowledge or notice of information contained in or determinable from those reports or documents, except for such reports or documents that this Indenture or Credit Agreement expressly requires the Collateral Agent to review or is otherwise a notice addressed to the Collateral Agent. (v) The Collateral Agent shall, upon reasonable prior written notice to the Collateral Agent, permit the Issuer and its designees, during its normal business hours, to review all books of account, records, reports and other papers of the Collateral Agent (other than items protected by attorney client privilege) relating to the Debt and to make copies and extracts therefrom (the reasonable out of pocket expenses incurred in making any public office at any time such copies or timeextracts to be reimbursed to the Collateral Agent by such Person).