Common use of Collateral Agent’s Duties Clause in Contracts

Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty on the Collateral Agent to exercise any such powers. Except for reasonable care in the custody of any Collateral in its possession and accounting for moneys actually received by it hereunder, the Collateral Agent will have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent will have exercised reasonable care in the custody and preservation of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and collateral held for others in its capacity as a collateral agent, it being understood that the Collateral Agent will not have any responsibility for: (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters; or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. (b) Upon the appointment of a replacement collateral agent pursuant to the Collateral Agency Agreement, the Collateral Agent may transfer all of its interest and Liens in or any of the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee shall be vested with all the rights and powers of the Collateral Agent hereunder with respect to such Collateral so transferred; but with respect to any of its interest and liens in Collateral not so transferred, the Collateral Agent will retain all rights and powers hereby given.

Collateral Agent’s Duties. (a) The powers conferred on Collateral Agent shall act hereunder as depository only, and it shall not be responsible or liable in any manner whatever for any determinations regarding the disposition of the Pledged Collateral. It is agreed that the duties and obligations of the Collateral Agent hereunder are solely those herein specifically provided and no other. Except as otherwise specifically provided in this Agreement, the Collateral Agent shall not have any liability under, nor duty to protect inquire into, the interests terms and provisions of any agreement or instrument, other than this Agreement. The duties of the Secured Parties Collateral Agent are ministerial in nature, and the Collateral Agent shall not incur any liability whatsoever other than for its own willful misconduct. (b) The Collateral Agent shall not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by the parties hereto. The Collateral Agent shall not have any responsibility for the genuineness or validity of any document or other material presented to or deposited with it nor shall it have any liability for any action taken, suffered or omitted in accordance with any written instructions or certificates given to it hereunder and believed by it in good faith to be what it purports to be and to be signed by the proper party or parties, nor for retaining the Pledged Collateral in the absence of instructions to the contrary. (c) The Collateral Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection with this Agreement, except its own willful misconduct. (d) The Collateral Agent may consult with, and obtain the advice of, legal counsel selected by it in the event of any question as to any of the provisions hereof or its duties hereunder, and the Collateral Agent shall incur no liability and shall be fully protected for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel. (e) In the event that The Collateral Agent shall be uncertain as to its duties or rights hereunder or shall have received instructions, claims or demands from any party hereto which, in its reasonable opinion, conflict with any of the provisions of this Agreement or with instructions, claims or demands of any other party hereto, The Collateral Agent shall refrain from taking any action and its sole obligation shall be to keep safely all Pledged Collateral until it shall be directed otherwise in writing by all of the parties hereto or by a final order or judgment of an arbitration panel, or an award of an arbitrator pursuant to an arbitration conducted pursuant to Section 18 of this Agreement. (f) The Collateral Agent shall not be required to institute legal proceedings of any kind and shall not impose be required to initiate or defend any duty on legal proceedings which may be instituted against it in respect of the subject matter of this Agreement, provided that The Collateral Agent shall at all times take such action as is reasonably necessary to exercise any such powerskeep safely all Pledged Collateral. Except for reasonable care If The Collateral Agent does elect to so act or is required to so act in the custody of any Collateral in its possession and accounting for moneys actually received by it hereunderorder to keep safely all Pledged Collateral, the Collateral Agent will have no duty do so only to the extent that it is indemnified to its reasonable satisfaction against the cost and expense of such defense or initiation. (g) Collateral Agent (and any successor Collateral Agent) may at any time resign as such by delivering the Pledged Collateral to any successor Collateral Agent jointly designated by the other parties hereto in writing, or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateralcourt of competent jurisdiction, whereupon Collateral Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of Collateral Agent will have exercised reasonable care in take effect on the custody and preservation earlier of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and collateral held for others in its capacity as a collateral agent, it being understood that the Collateral Agent will not have any responsibility for: (ai) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters; or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. (b) Upon the appointment of a replacement collateral agent successor (including a court of competent jurisdiction) or (ii) the day which is 30 days after the date of delivery of its written notice of resignation to the other parties hereto. If at the time identified in subsection (ii) above, Collateral Agent has not received a designation of a successor Collateral Agent, Collateral Agent's sole responsibility after that time shall be to retain and safeguard the Pledged Collateral until receipt of a designation of successor Collateral Agent or a joint written disposition instruction by the other parties hereto or a final order or judgment of an arbitration panel pursuant to Section 18 of this Agreement. (h) In the event of any disagreement between the other parties hereto resulting in adverse claims or demands being made in connection with the Pledged Collateral or in the event that Collateral Agent is in doubt as to what action it should take hereunder, Collateral Agent shall be entitled to retain the Pledged Collateral until Collateral Agent shall have received (i) a final order or judgment of an arbitration panel pursuant to Section 18 of this Agreement directing delivery of the Pledged Collateral or (ii) a written agreement executed by the other parties hereto directing delivery of the Pledged Collateral, in which event Collateral Agent shall disburse the Pledged Collateral in accordance with such order or agreement. Collateral Agent shall act on such court order without further question. (i) The Collateral Agent has acted as legal counsel for BPK, and may continue to act as legal counsel for BPK, from time to time, notwithstanding its duties as the Collateral Agent hereunder. Each of the Pledgor and Secured Party consents to the Collateral Agency Agreement, Agent acting in such capacity as legal counsel for BPK and waives any claim that such representation represents a conflict of interest on the Collateral Agent may transfer all of its interest and Liens in or any part of the Collateral Agent. Each of Pledgor and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee shall be vested with all the rights and powers of the Secured Party understands that Collateral Agent hereunder with respect to such Collateral so transferred; but with respect to any of its interest and liens is relying explicitly on the foregoing provision in Collateral not so transferred, the Collateral Agent will retain all rights and powers hereby givenentering into this Agreement.

Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent ------------------------- hereunder are solely to protect its interest and the interests of the Secured Parties Noteholders in the Stock Collateral and shall not impose any duty on the Collateral Agent upon it to exercise any such powerspowers except as provided herein. Except for reasonable care in the safe custody of any Stock Collateral in its possession and the accounting for moneys monies actually received by it hereunder and performing its other express duties hereunder, the Collateral Agent will shall have no duty as to any Stock Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Stock Collateral. The Collateral Agent will have exercised reasonable care shall not be responsible in any manner whatsoever for the custody correctness of any recitals, statements, representations or warranties contained herein, except for those made by it herein. The Collateral Agent makes no representation as to the value or condition of the Stock Collateral or any part thereof, as to the title of the Company to the Stock Collateral, as to the security afforded by this Agreement or as to the validity, execution, enforceability, legality or sufficiency of this Agreement, and preservation of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be responsible for insuring the Stock Collateral, for the payment of taxes, charges, assessments or liens upon the Stock Collateral or otherwise as to the maintenance of the Stock Collateral. The Collateral Agent may execute any of the powers granted under this Agreement and collateral held perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for others in its capacity as a collateral agent, the negligence or misconduct of any agents or attorneys-in-fact selected by it being understood that with reasonable care. In no event will the Collateral Agent will not have or any responsibility for: (a) ascertaining officer, agent or taking representative thereof be responsible for the consequences of any oversight or error of judgment whatsoever, or personally liable for any action with respect taken or omitted to callsbe taken, conversions, exchanges, maturities, tenders except that such Person may be liable due to its willful misconduct or other matters relative to any Collateral, whether or not gross negligence. Neither the Collateral Agent has nor any officer, agent or is deemed to have knowledge of representative thereof shall be personally liable for any action taken by any such matters; or (b) taking Person in accordance with any necessary steps to preserve rights against any parties with respect to any Collateral. (b) Upon notice given by the appointment of a replacement collateral agent Required Holders pursuant to the Collateral Agency Agreementterms of this Agreement even if, at the time such action is taken by any such Person, the Collateral Agent may transfer all of its interest and Liens in or any of Required Holders are not entitled to give such notice, except where the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee shall be vested with all the rights and powers account officer of the Collateral Agent hereunder with respect active upon the Company's accounts has actual knowledge that such Required Holders are not entitled to give such Collateral so transferred; but with respect to any of its interest and liens in Collateral not so transferred, the Collateral Agent will retain all rights and powers hereby givennotice.

Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect Collateral Agent’s interest in the interests Collateral, for the benefit of the Secured Parties in the Holders, Trustee and Collateral Agent, and shall not impose any duty on the upon Collateral Agent to exercise any such powers. Except for reasonable care in the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, the Collateral Agent will shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent will shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if the such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property property. The Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Collateral Agent makes no representations as to and collateral held shall not be responsible for others in its capacity as a collateral agentthe existence, it being understood that genuineness, value, sufficiency or condition of any of the Collateral Agent will not have or as to the security afforded or intended to be afforded thereby, hereby or by any responsibility for: (a) ascertaining Collateral Document, or taking for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any of the Collateral Documents, whether impaired by operation of law or by reason of any action with respect or omission to callsact on its part hereunder, conversionsexcept to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral Agent, exchanges, maturities, tenders for the validity or other matters relative to any sufficiency of the Collateral, whether any Collateral Documents or not any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Guarantor to the Collateral, for insuring the Collateral Agent has or is deemed to have knowledge for the payment of such matters; taxes, charges, assessments or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. (b) Upon Liens upon the appointment of a replacement collateral agent pursuant Collateral or otherwise as to the Collateral Agency maintenance of the Collateral. In acting under this Agreement, the Collateral Agent may transfer all of its interest and Liens in or any of the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee Trustee shall be vested with all have the rights and powers of each is entitled to under the Collateral Agent hereunder with respect to such Collateral so transferred; but with respect to any of its interest and liens in Collateral not so transferred, the Collateral Agent will retain all rights and powers hereby givenIndenture.

Collateral Agent’s Duties. (a) The powers conferred on grant to the Collateral Agent hereunder are solely under this Agreement of any right or power does not impose upon the Collateral Agent any duty to protect exercise such right or power. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any Person or with respect to any Pledged Collateral. (b) To the interests extent permitted by applicable law, the Pledgor waives all claims against the Collateral Agent or its agents arising out of the Secured Parties repossession, taking, retention, storage, operation or sale of the Pledged Collateral except to the extent such actions constitute gross negligence or willful misconduct of such Person. To the extent permitted by applicable law, the Pledgor waives any claim it may have based on the allegation or fact that the price obtained for Pledged Collateral sold at a private sale was less than could have been obtained for the same Pledged Collateral at a public sale. Subject to the following sentence, all risk of loss, damage, diminution in value, or destruction of the Pledged Collateral will be borne by the Pledgor. The Collateral Agent will have no responsibility to the Pledgor for any act or omission of the Collateral Agent, except to the extent such act or failure to act constitutes gross negligence or willful misconduct by the Collateral Agent. Notwithstanding anything herein to the contrary, in no event shall the Collateral Agent be liable for special, punitive indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has been advised of the likelihood of such loss or damage and shall regardless of the form of action. (c) The Collateral Agent does not impose and will not make any duty on express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns. (d) The Collateral Agent will be accountable only for such proceeds as the Collateral Agent actually receives as a result of the exercise of its rights under this Agreement, and delivery or other accounting of such proceeds or the Pledged Collateral by the Collateral Agent to exercise any such powers. the Pledgor or the assignee of the Secured Obligations will discharge the Collateral Agent of all liability therefor. (e) Except for reasonable care in the custody of any Collateral in its possession and accounting for moneys actually received by it hereunderas expressly set forth herein or as required under applicable law, the Collateral Agent will have no duty as to any Collateral other duties or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent will have exercised reasonable care in the custody and preservation of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and collateral held for others in its capacity as a collateral agent, it being understood that the Collateral Agent will not have any responsibility for: (a) ascertaining or taking action obligations with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters; or (b) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (b) Upon the appointment of a replacement collateral agent pursuant to the Collateral Agency Agreement, the Collateral Agent may transfer all of its interest and Liens in or any of the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee shall be vested with all the rights and powers of the Collateral Agent hereunder with respect to such Collateral so transferred; but with respect to any of its interest and liens in Collateral not so transferred, the Collateral Agent will retain all rights and powers hereby given.

Collateral Agent’s Duties. (avii) (i) The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties Parties’ interest in the Collateral and shall not impose any duty on the Collateral Agent upon them to exercise any such powers. Except for (a) the exercise of reasonable care in with respect to, and the safe custody of of, any Collateral in its their possession and the accounting for moneys actually received by it them hereunder, and (b) liability for the gross negligence or willful misconduct of any of the Collateral Agent’s officers, directors, agents or employees, the Collateral Agent will shall have no any duty or liability as to any Collateral or Collateral, as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent will have exercised reasonable care in the custody and preservation of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and collateral held for others in its capacity as a collateral agent, it being understood that the Collateral Agent will not have any responsibility for: (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent any Secured Party has or is deemed to have knowledge of such matters; , or (b) as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. (viii) Anything contained herein to the contrary notwithstanding (but subject to the terms of the Credit Agreement), the Collateral Agent may, from time to time when the Collateral Agent (upon consultation by the Collateral Agent with the Borrower and following consideration by the Collateral Agent of the cost of such appointment in relation to the benefit to the Secured Parties afforded thereby) determines in its reasonable judgment that it is necessary, appoint one or more trustees, co-trustees, collateral co-agents or collateral subagents (each, a “Subagent”) for the Collateral Agent hereunder with respect to all or any part of AMERICAS/2023158313.8 11 the Collateral. In the event that the Collateral Agent so appoints any Subagent with respect to any Collateral. , (a) the assignment and pledge of such Collateral and the security interest granted in such Collateral to the Collateral Agent by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Collateral Agent, for the ratable benefit of the Secured Parties, as security for the Secured Obligations of such Grantor, (b) Upon the appointment of a replacement collateral agent pursuant such Subagent shall automatically be vested, in addition to the Collateral Agency AgreementAgent, the Collateral Agent may transfer all of its interest and Liens in or any of the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee shall be vested with all the rights rights, powers, privileges, interests and powers remedies of the Collateral Agent hereunder with respect to such Collateral, and (c) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Collateral so transferredAgent with respect to such Collateral, shall include such Subagent; but provided, however, that no such Subagent shall be authorized to take any action with respect to any of its interest such Collateral unless and liens except to the extent expressly authorized in Collateral not so transferred, writing by the Collateral Agent will retain all rights and powers hereby givenAgent.

Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect its interest and the interests of the Secured Parties Noteholders in the Stock Collateral and shall not impose any duty on the Collateral Agent upon it to exercise any such powerspowers except as provided herein. Except for reasonable care in the safe custody of any Stock Collateral in its possession and the accounting for moneys monies actually received by it hereunder and performing its other express duties hereunder, the Collateral Agent will shall have no duty as to any Stock Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Stock Collateral. The Collateral Agent will have exercised reasonable care shall not be responsible in any manner whatsoever for the custody correctness of any recitals, statements, representations or warranties contained herein, except for those made by it herein. The Collateral Agent makes no representation as to the value or condition of the Stock Collateral or any part thereof, as to the title of the Company to the Stock Collateral, as to the security afforded by this Agreement or as to the validity, execution, enforceability, legality or sufficiency of this Agreement, and preservation of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be responsible for insuring the Stock Collateral, for the payment of taxes, charges, assessments or liens upon the Stock Collateral or otherwise as to the maintenance of the Stock Collateral. The Collateral Agent may execute any of the powers granted under this Agreement and collateral held perform any duty hereunder or thereunder either directly or by or through Agents or attorneys-in-fact, and shall not be responsible for others in its capacity as a collateral agent, the negligence or misconduct of any agents or attorneys-in-fact selected by it being understood that with reasonable care. In no event will the Collateral Agent will not have or any responsibility for: (a) ascertaining officer, agent or taking representative thereof be responsible for the consequences of any oversight or error of judgment whatsoever, or personally liable for any action with respect taken or omitted to callsbe taken, conversions, exchanges, maturities, tenders except that such person may be liable due to its willful misconduct or other matters relative to any Collateral, whether or not gross negligence. Neither the Collateral Agent has nor any officer, agent or is deemed to have knowledge of representative thereof shall be personally liable for any action taken by any such matters; or (b) taking person in accordance with any necessary steps to preserve rights against any parties with respect to any Collateral. (b) Upon notice given by the appointment of a replacement collateral agent Required Holders pursuant to the Collateral Agency Agreementterms of this Agreement even if, at the time such action is taken by any such person, the Collateral Agent may transfer all of its interest and Liens in or any of Required Holders are not entitled to give such notice, except where the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee shall be vested with all the rights and powers account officer of the Collateral Agent hereunder with respect active upon Funding's accounts has actual knowledge that such Required Holders are not entitled to give such Collateral so transferred; but with respect to any of its interest and liens in Collateral not so transferred, the Collateral Agent will retain all rights and powers hereby givennotice.

Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty on the Collateral Agent to exercise any such powers. Except for reasonable care in the custody of any Collateral in its possession and accounting for moneys actually received by it hereunder, the Collateral Agent will have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The 4846-2786-2702 Collateral Agent will have exercised reasonable care in the custody and preservation of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and collateral held for others in its capacity as a collateral agent, it being understood that the Collateral Agent will not have any responsibility for: (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters; or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. (b) Upon the appointment of a replacement collateral agent pursuant to the Collateral Agency Agreement, the Collateral Agent may transfer all of its interest and Liens in or any of the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee shall be vested with all the rights and powers of the Collateral Agent hereunder with respect to such Collateral so transferred; but with respect to any of its interest and liens in Collateral not so transferred, the Collateral Agent will retain all rights and powers hereby given.

Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty on the Collateral Agent to exercise any such powers. Except for reasonable care in the custody of any Collateral in its possession and accounting for moneys actually received by it hereunder, the Collateral Agent will have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent will have exercised reasonable care in the custody and preservation of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and collateral held for others in its capacity as a collateral agent, it being understood that the Collateral Agent will not have any responsibility for: (ai) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters 0000-0000-0000 relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters; or (bii) taking any necessary steps to preserve rights against any parties with respect to any Collateral. (b) Upon the appointment of a replacement collateral agent pursuant to the Collateral Agency Agreement, the Collateral Agent may transfer all of its interest and Liens in or any of the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee shall be vested with all the rights and powers of the Collateral Agent hereunder with respect to such Collateral so transferred; but with respect to any of its interest and liens in Collateral not so transferred, the Collateral Agent will retain all rights and powers hereby given.

Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty on the Collateral Agent to exercise any such powers. Except for reasonable care in the custody of any Collateral in its possession and accounting for moneys actually received by it hereunder, the Collateral Agent will have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent will have exercised reasonable care in the custody and preservation of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and collateral held for others in its capacity as a collateral agent, it being understood that the Collateral Agent will not have any responsibility for: (ai) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters; or (bii) taking any necessary steps to preserve rights against any parties with respect to any Collateral. (b) Upon the appointment of a replacement collateral agent pursuant to the Collateral Agency Agreement, the Collateral Agent may transfer all of its interest and Liens in or any of the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee shall be vested with all the rights and powers of the Collateral Agent hereunder with respect to such Collateral so transferred; but with respect to any of its interest and liens in Collateral not so transferred, the Collateral Agent will retain all rights and powers hereby given.

Collateral Agent’s Duties. (1) Collateral Agent may, in its discretion at any time and from time to time after giving notice to the applicable Grantor, at such Grantor’s expense, do any act required of such Grantor hereunder or otherwise lawfully requested by Collateral Agent (and not performed by such Grantor) to (a) enforce this Agreement; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of Collateral Agent’s Liens in any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided, however, that the Collateral Agent’s failure to provide any such notice shall not be deemed to be a breach of Collateral Agent’s obligations under this Agreement. All payments, costs and expenses of Collateral Agent under this Section shall be reimbursed to Collateral Agent by Grantors, on demand, with interest from the date incurred to the date of payment thereof at the Default Rate. Any payment made or action taken by Collateral Agent under this Section shall be without prejudice to any right to assert an Event of Default or to exercise any other rights or remedies under the Credit Documents. (2) The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties Parties’ interest in the Collateral and shall not impose any duty on the Collateral Agent upon it to exercise any such powers. Except for reasonable care in the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent will shall have no duty as to any Collateral or Collateral, as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent will have exercised reasonable care in the custody and preservation of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and collateral held for others in its capacity as a collateral agent, it being understood that the Collateral Agent will not have any responsibility for: (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent any Secured Party has or is deemed to have knowledge of such matters; , or (b) as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (3) Anything contained herein to the contrary notwithstanding, the Collateral Agent may from time to time, when the Collateral Agent in its reasonable discretion deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Collateral Agent hereunder with respect to all or any part of the Collateral. In the event that the Collateral Agent so appoints any Subagent with respect to any Collateral. , (bi) Upon the appointment assignment and pledge of a replacement collateral agent pursuant such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Collateral Agency AgreementAgent, for the ratable benefit of the Secured Parties, as security for the Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Collateral Agent may transfer all of its interest and Liens in or any of the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferredAgent, and the transferee shall be vested with all the rights rights, powers, privileges, interests and powers remedies of the Collateral Agent hereunder with respect to such Collateral, and (iii) the term “Collateral so transferredAgent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Collateral Agent with respect to such Collateral, shall include such Subagent; but provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Collateral Agent. (4) All expenses of its interest protecting, storing, warehousing, insuring, handling, maintaining and liens in shipping any Collateral, all taxes payable with respect to any Collateral not so transferred(including any sale thereof), and all other payments required to be made by the Collateral Agent will retain all rights to any Person to realize upon any Collateral, shall be borne and powers hereby givenpaid by the applicable Grantor and shall form part of the Secured Obligations. The Collateral Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in the Collateral Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at the applicable Grantor’s sole risk.

Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties Parties’ interest in the Pledged Collateral and shall not impose any duty on the Collateral Agent upon it to exercise any such powers. Except for reasonable care in the safe custody of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent will shall have no duty as to any Collateral or Pledged Collateral, as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent will have exercised reasonable care in the custody and preservation of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and collateral held for others in its capacity as a collateral agent, it being understood that the Collateral Agent will not have any responsibility for: (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Collateral Agent any Secured Party has or is deemed to have knowledge of such matters; , or (b) as to the taking of any necessary steps to preserve rights against any parties with respect or any other rights pertaining to any Pledged Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Upon The Collateral Agent shall not have any duties or obligations except those to which the appointment Collateral Agent expressly agrees in the Loan Documents. Without limiting the generality of a replacement collateral agent pursuant the foregoing, (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing and (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Collateral Agent is expressly required under the terms of the Loan Documents to exercise upon direction by the Required Lenders. The Collateral Agent shall take such actions and exercise such remedies hereunder and under the other Loan Documents as it is from time to time directed, in writing, to take or exercise by the Required Lenders; provided that the Collateral Agent shall not be obligated to take any such action that adversely affects the rights, duties, liabilities or immunities of the Collateral Agent (and subject to the terms of the Loan Documents). The Collateral Agency AgreementAgent shall be entitled to rely conclusively, without any independent investigation whatsoever, and shall be fully protected in so relying, on any direction, instruction or consent of the Required Lenders, if such direction, instruction or consent is purported to be given on behalf of the Required Lenders. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable decision. In no event shall the Collateral Agent be liable, directly or indirectly, for any special, indirect, punitive or consequential damages (including, but not limited to, loss of profit), even if the Collateral Agent has been advised of the possibility of such damages. (c) Anything contained herein to the contrary notwithstanding, with written notice to the Grantors, to the extent practicable, the Collateral Agent may transfer all of its interest and Liens in from time to time appoint one or any of more subagents (each a “Subagent”) for the Collateral and be fully discharged thereafter from all liability and responsibility Agent hereunder with respect to all or any part of the Pledged Collateral. In the event that the Collateral Agent so appoints any Subagent with respect to any Pledged Collateral, (i) the assignment and pledge of such Pledged Collateral so transferred, and the transferee security interest granted in such Pledged Collateral by each Grantor hereunder shall be vested deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Collateral Agent, for the benefit of the Secured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Collateral Agent, with all the rights rights, powers, privileges, interests and powers remedies of the Collateral Agent hereunder with respect to such Pledged Collateral, and (iii) the term “Collateral so transferredAgent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Collateral Agent with respect to such Pledged Collateral, shall include such Subagent; but provided, however, that no such Subagent shall be authorized to take any action with respect to any such Pledged Collateral unless and except to the extent expressly authorized in writing by the Collateral Agent. The Collateral Agent shall not be responsible for misconduct or negligence on the part of any Subagent appointed with due care by it hereunder. (d) All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Pledged Collateral, all Taxes payable with respect to any Pledged Collateral (including any sale thereof), and all other payments required to be made by the Collateral Agent to any Person to realize upon any Pledged Collateral, shall be borne and paid by the Grantors. The Collateral Agent shall not be liable or responsible in any way for the safekeeping of any Pledged Collateral, for any loss or damage thereto (except for reasonable care in its interest custody while Pledged Collateral is in the Collateral Agent actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at the Grantors’ sole risk. (e) Except as expressly provided for herein, and liens in Collateral not so transferredsubject to its right to reimbursement upon demand, the Collateral Agent will retain all rights shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder or under any other Loan Document. (f) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and powers hereby givenuntil the Collateral Agent has received a written notice or a certificate from or on behalf of a Grantor, Lender or other Secured Party stating that a Default or Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default or Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. The Collateral Agent may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it in its sole discretion against its reasonable costs, expenses and liabilities which might be incurred by it in performing such duty or exercising such right or power, including an advance of moneys necessary to take the action requested. The Collateral Agent shall be under no obligation or duty to take any action under this Agreement or any of the other Loan Documents or otherwise if taking such action (x) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (y) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified. (g) The Collateral Agent may consult with legal counsel of its own choosing as to any matter relating to this Agreement, and the Collateral Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. (h) Following receipt of a written request from a Secured Party, the Collateral Agent shall provide any written reports that it has received from any Loan Party to such Secured Party.

Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty on the Collateral Agent to exercise any such powers. Except for reasonable care in the custody of any Collateral in its possession and accounting for moneys actually received by it hereunder, the Collateral Agent will have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent will have exercised reasonable care in the custody and preservation of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and collateral held for others in its capacity as a collateral agent, it being understood that the Collateral Agent will not have any 4811-3125-4958 responsibility for: (ai) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters; or (bii) taking any necessary steps to preserve rights against any parties with respect to any Collateral. (b) Upon the appointment of a replacement collateral agent pursuant to the Collateral Agency Agreement, the Collateral Agent may transfer all of its interest and Liens in or any of the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee shall be vested with all the rights and powers of the Collateral Agent hereunder with respect to such Collateral so transferred; but with respect to any of its interest and liens in Collateral not so transferred, the Collateral Agent will retain all rights and powers hereby given.

Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties Parties’ interest in the Collateral and shall not impose any duty on the Collateral Agent upon it to exercise any such powers. Except for reasonable care in the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent will shall have no duty as to any Collateral or Collateral, as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent will have exercised reasonable care in the custody and preservation of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and collateral held for others in its capacity as a collateral agent, it being understood that the Collateral Agent will not have any responsibility for: (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent any Secured Party has or is deemed to have knowledge of such matters; , or (b) as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) The Collateral Agent shall not have any duties or obligations except those expressly set forth in the Note Documents. Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing and (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Note Documents that the Collateral Agent is expressly required under the terms of the Note Documents to exercise upon direction by the Trustee (or by Majority Noteholders). The Collateral Agent shall take such actions and exercise such remedies hereunder and under the other Note Documents as it is from time to time directed, in writing, to take or exercise by the Trustee, provided that the Collateral Agent shall not be obligated to take any such action that adversely affects the rights, duties, liabilities or immunities of the Collateral Agent (and subject to the terms of the Note Documents). The Collateral Agent shall be entitled to rely conclusively, without any independent investigation whatsoever, and shall be fully protected in so relying, on any direction, instruction or consent of the Trustee, if such direction, instruction or consent is purported to be given on behalf of the Trustee. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Trustee (or Majority Noteholders) or in the absence of its own gross negligence or willful misconduct. In no event shall the Collateral Agent be liable, directly or indirectly, for any special, indirect or consequential damages, even if the Collateral Agent has been advised of the possibility of such damages. (c) Anything contained herein to the contrary notwithstanding, the Collateral Agent may from time to time, when the Collateral Agent in its reasonable discretion deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Collateral Agent hereunder with respect to all or any part of the Collateral. In the event that the Collateral Agent so appoints any Subagent with respect to any Collateral. , (bi) Upon the appointment assignment and pledge of a replacement collateral agent pursuant such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Collateral Agency AgreementAgent, for the ratable benefit of the Secured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Collateral Agent may transfer all of its interest and Liens in or any of the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferredAgent, and the transferee shall be vested with all the rights rights, powers, privileges, interests and powers remedies of the Collateral Agent hereunder with respect to such Collateral, and (iii) the term “Collateral so transferredAgent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Collateral Agent with respect to such Collateral, shall include such Subagent; but provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Collateral Agent. (d) All expenses of its interest protecting, storing, warehousing, insuring, handling, maintaining and liens in shipping any Collateral, all Taxes payable with respect to any Collateral not so transferred(including any sale thereof), and all other payments required to be made by the Collateral Agent will retain all rights to any Person to realize upon any Collateral, shall be borne and powers hereby givenpaid by the Grantors. The Collateral Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in the Collateral Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at the Grantors’ sole risk.

Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties Parties’ interest in the Collateral and shall not impose any duty on the Collateral Agent upon it to exercise any such powers. Except for reasonable care in the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent will shall have no duty as to any Collateral or Collateral, as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent will have exercised reasonable care in the custody and preservation of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and collateral held for others in its capacity as a collateral agent, it being understood that the Collateral Agent will not have any responsibility for: (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent any Secured Party has or is deemed to have knowledge of such matters; , or (b) as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) The Collateral Agent shall not have any duties or obligations except those expressly set forth in the Note Documents. Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing and (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Note Documents that the Collateral Agent is expressly required under the terms of the Note Documents to exercise upon direction by the Trustee (or by Majority Noteholders). The Collateral Agent shall take such actions and exercise such remedies hereunder and under the other Note Documents as it is from time to time directed, in writing, to take or exercise by the Trustee, provided that the Collateral Agent shall not be obligated to take any such action that adversely affects the rights, duties, liabilities or immunities of the Collateral Agent (and subject to the terms of the Note Documents). The Collateral Agent shall be entitled to rely conclusively, without any independent investigation whatsoever, and shall be fully protected in so relying, on any direction, instruction or consent of the Trustee, if such direction, instruction or consent is purported to be given on behalf of the Trustee. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Trustee (or Majority Noteholders) or in the absence of its own gross negligence or willful misconduct. In no event shall the Collateral Agent be liable, directly or indirectly, for any special, indirect or consequential damages, even if the Collateral Agent has been advised of the possibility of such damages. (c) Anything contained herein to the contrary notwithstanding, the Collateral Agent may from time to time, when the Collateral Agent in its reasonable discretion deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Collateral Agent hereunder with respect to all or any part of the Collateral. In the event that the Collateral Agent so appoints any Subagent with respect to any Collateral. , (bi) Upon the appointment assignment and pledge of a replacement collateral agent pursuant such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Collateral Agency AgreementAgent, for the ratable benefit of the Secured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Collateral Agent may transfer all of its interest and Liens in or any of the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferredAgent, and the transferee shall be vested with all the rights rights, powers, privileges, interests and powers remedies of the Collateral Agent hereunder with respect to such Collateral, and (iii) the term “Collateral so transferredAgent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Collateral Agent with respect to such Collateral, shall include such Subagent; but provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Collateral Agent. (d) All expenses of its interest protecting, storing, warehousing, insuring, handling, maintaining and liens in shipping any Collateral, all taxes payable with respect to any Collateral not so transferred(including any sale thereof), and all other payments required to be made by the Collateral Agent will retain all rights to any Person to realize upon any Collateral, shall be borne and powers hereby givenpaid by the Grantors. The Collateral Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in the Collateral Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at the Grantors’ sole risk.

Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties Collateral Agent’s interest in the Collateral Collateral, for the benefit of itself and the other Second Priority Obligees, and shall not impose any duty on upon the Collateral Agent to exercise any such powers. Except for reasonable care in the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, the Collateral Agent will shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent will shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or otherwise perfecting or maintaining the perfection of any Security Interest in the Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if the such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and collateral held shall not be liable or responsible for others any loss or diminution in its capacity as a collateral agentthe value of any of the Collateral, it being understood that by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent will not have any responsibility for: (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the in good faith. The Collateral Agent has shall not be responsible for the existence, genuineness or is deemed to have knowledge value of such matters; or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. (b) Upon the appointment of a replacement collateral agent pursuant to the Collateral Agency Agreement, the Collateral Agent may transfer all of its interest and Liens in or any of the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferredor for the validity, and perfection, priority or enforceability of the transferee shall be vested with all Liens in any of the rights and powers Collateral, for the validity or sufficiency of the Collateral Agent hereunder with respect or any agreement or assignment contained therein, for the validity of the title of the Company to such Collateral so transferred; but with respect to any of its interest and liens in Collateral not so transferredthe Collateral, for insuring the Collateral Agent will retain all rights and powers hereby givenor for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect its interest and the interests of the Secured Parties Noteholders in the Collateral and shall not impose any duty on the Collateral Agent upon it to exercise any such powerspowers except as provided herein. Except for reasonable care in the safe custody of any Collateral in its possession and the accounting for moneys monies actually received by it hereunder and performing its other express duties hereunder, the Collateral Agent will shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent will have exercised reasonable care shall not be responsible in any manner whatsoever for the custody and preservation correctness of any recitals, statements, representations or warranties contained herein, except for those made by it herein. The Collateral in its possession if Agent makes no representation as to the value or condition of the Collateral is accorded treatment substantially equal or any part thereof, as to that which the title of the Company to the Collateral, as to the security afforded by this Agreement or as to the validity, execution, enforceability, legality or sufficiency of this Agreement, and the Collateral Agent accords its own property shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Agent may execute any of the powers granted under this Agreement and collateral held perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for others in its capacity as a collateral agent, the negligence or misconduct of any agents or attorneys-in-fact selected by it being understood that with reasonable care. In no event will the Collateral Agent will not have or any responsibility for: (a) ascertaining officer, agent or taking representative thereof be responsible for the consequences of any oversight or error of judgment whatsoever, or personally liable for any action with respect taken or omitted to callsbe taken, conversions, exchanges, maturities, tenders except that such Person may be liable due to its willful misconduct or other matters relative to any Collateral, whether or not gross negligence. Neither the Collateral Agent has nor any officer, agent or is deemed to have knowledge of representative thereof shall be personally liable for any action taken by any such matters; or (b) taking Person in accordance with any necessary steps to preserve rights against any parties with respect to any Collateral. (b) Upon notice given by the appointment of a replacement collateral agent Required Holders pursuant to the Collateral Agency Agreementterms of this Agreement even if, at the time such action is taken by any such Person, the Collateral Agent may transfer all of its interest and Liens in or any of Required Holders are not entitled to give such notice, except where the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee shall be vested with all the rights and powers account officer of the Collateral Agent hereunder with respect active upon the Company accounts has actual knowledge that such Required Holders are not entitled to give such Collateral so transferred; but with respect to any of its interest and liens in Collateral not so transferred, the Collateral Agent will retain all rights and powers hereby givennotice.

Collateral Agent’s Duties. (a) The powers conferred on grant to the Collateral Agent hereunder are solely to protect the interests under this Agreement of the Secured Parties in the Collateral and shall any right or power does not impose any duty on upon the Collateral Agent any duty to exercise such right or power. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any Person or with respect to any Pledged Collateral. (b) To the extent permitted by applicable law, the Pledgor waives all claims against the Collateral Agent or its agents arising out of the repossession, taking, retention, storage, operation or sale of the Pledged Collateral except to the extent such powersactions shall be determined to amount to gross negligence or willful misconduct on the part of the Collateral Agent. Except To the extent permitted by applicable law, the Pledgor waives any claim it may have based on the allegation or fact that the price obtained for reasonable care Pledged Collateral sold at a private sale was less than could have been obtained for the same Pledged Collateral at a public sale. All risk of loss, damage, diminution in value, or destruction of the custody of any Pledged Collateral in its possession and accounting for moneys actually received will be borne by it hereunderthe Pledgor. Notwithstanding anything contained herein to the contrary, the Collateral Agent will have no duty as responsibility to the Pledgor for any act or omission of the Collateral Agent, except to the extent such act or failure to act shall be determined to be gross negligence or willful misconduct on the part of the Collateral Agent. Notwithstanding anything herein to the contrary, in no event shall the Collateral Agent be liable for special, punitive indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) The Collateral Agent does not and will not make any express or implied representations or warranties with respect to any Pledged Collateral or as other property released to the taking of any necessary steps to preserve rights against prior parties Pledgor or any other rights pertaining to any Collateral. its successors and assigns. (d) The Collateral Agent will have exercised reasonable care in the custody and preservation of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which be accountable only for such proceeds as the Collateral Agent accords its own property and collateral held for others in its capacity actually receives as a collateral agentresult of the exercise of its rights under this Agreement, it being understood that and delivery or other accounting of such proceeds or the Pledged Collateral by the Collateral Agent to the Pledgor or the assignee of the Secured Obligations will not have any responsibility for: (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not discharge the Collateral Agent has or is deemed to have knowledge of such matters; or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateralall liability therefor. (be) Upon the appointment of a replacement collateral agent pursuant to the Collateral Agency Agreement, the Collateral Agent may transfer all of its interest and Liens in Except as expressly set forth herein or any of the Collateral and be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee shall be vested with all the rights and powers of the Collateral Agent hereunder with respect to such Collateral so transferred; but with respect to any of its interest and liens in Collateral not so transferredas required under applicable law, the Collateral Agent will retain all rights and powers hereby givenhave no other duties or obligations under this Agreement or with respect to the Pledged Collateral.