Common use of Duties of Collateral Agent Clause in Contracts

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditors.

Duties of Collateral Agent. Subject i. The Collateral Agent need perform only those duties that are specifically set forth in this Agreement and no others. ii. In the absence of gross negligence 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 certificates or opinions furnished to the Collateral Agent having been directed and conforming to take such action in accordance with the terms requirements of this AgreementAgreement but, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise case of any such powers under the Collateral Documents as certificates or opinions which by any provision hereof are specifically delegated required to be furnished to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (Agent. iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may not be requested byrelieved from liability for its gross negligence or its own willful misconduct, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the except that: a. The Collateral Agent shall not be required liable for any error of judgment made in good faith, unless it is proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts. b. The Collateral Agent shall not be liable with respect to any action it takes or omits to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once in good faith in accordance with a direction to take any action has been given received by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors it pursuant to the terms hereof. c. No provision of this Agreement, also Agreement shall require the unanimous approval Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or duties if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. iv. 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 any loss, liability, expense or fee. v. The Collateral Agent shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with all of the Qualified CreditorsInvestors. Money held in trust by the Collateral Agent need not be segregated from other funds except to the extent required by the law.

Duties of Collateral Agent. Subject (a) The Collateral Agent undertakes (i) except while an Event of Default actually known to the Collateral Agent having been directed shall have occurred and be continuing, to take perform such action duties and only such duties as are specifically set forth in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent or in any direction given pursuant to take such action on its behalf under the provisions this Agreement, and (ii) while an Event of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated Default actually known to the Collateral Agent by the terms shall have occurred and be continuing, subject to §8.1(b), to exercise such of the Collateral Documents rights and such other powers as are reasonably incidental theretovested in it by this Agreement and permitted by applicable law. Subject to the provisions of Section 11 of this Agreement, the The Collateral Agent is hereby irrevocably authorized to take all actions on behalf upon receipt of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents instruments or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted notices furnished to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, provisions of this Agreement shall furnish copies of the same to the Administrative Agent for distribution to the Lenders. (ib) In the event that the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence have actual knowledge of an Event of Default, (y) upon disposition the Collateral Agent shall give prompt written notice of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under Administrative Agent. Subject to the provisions terms of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement§8.2(h), and (iii) in accordance with written instructions received from the Administrative Agent, the Collateral Agent shall take such action or refrain from taking such action as the Collateral Agent shall be directed in writing by the Administrative Agent. If the Collateral Agent shall not accept have received written instructions as above provided within twenty (20) days after mailing notice of such Event of Default to the Lenders, the Collateral Agent may, subject to instructions received pursuant to the preceding sentence, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any Obligations action, with respect to such Event of Default, as it shall determine advisable in whole or partial consideration for the disposition of any Collateral without the written consent of all best interests of the Qualified Secured Creditors. . (c) The Collateral Agent agrees shall not have any duty or obligation to make such demands and give such notices under the Collateral Documents as may be requested bymanage, and to take such action to enforce the Collateral Documents and to foreclose uponcontrol, collect and use, sell, dispose of or otherwise deal with the Collateral Collateral, or, to otherwise take or refrain from taking any action under, or in connection with, this Agreement, except as expressly provided by the terms of the Collateral Documents as may be directed bythis Agreement or expressly provided in written instructions received pursuant to this Agreement. (d) Except if it is herein otherwise expressly provided that no such request is required, the Required Creditors; provided, however, that the Collateral Agent shall not be required under any obligation to take any action that which is contrary to law or the terms of discretionary with the Collateral Documents Agent or this Agreement. Once a direction otherwise requires judgment to take any action has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding Agent under the provisions of hereof, except on written request by the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified CreditorsAdministrative Agent.

Duties of Collateral Agent. Subject (a) Notwithstanding anything contained herein to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreementcontrary, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf shall have no duties or obligations under this Indenture or any of the Creditors Security Documents related to enforce the rights Viking Venus unless and remedies until the Escrow Release shall have occurred. (b) The Collateral Agent shall have no duties or obligations except those expressly set forth in the Security Documents to which it is a party, and no implied covenants, duties, obligations or liabilities shall be read into this Indenture or any other Security Documents on the part of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to Agent. In no event shall the Collateral Agent pursuant theretobe subject to any fiduciary or other implied duties, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction regardless of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release whether a Default or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause has occurred and is continuing. (ic) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices in its individual capacity shall not be answerable or accountable under the Collateral Documents any circumstances, except for its own willful misconduct or gross negligence as may be requested bydetermined by a final non-appealable judgment issued by a court of competent jurisdiction, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required liable for any action or inaction of the Issuer, the Company, any Guarantor or any other party to this Indenture, the Notes Guarantees, the Security Documents or any related document. (d) The Collateral Agent will not be liable for any error of judgment made in good faith by it, unless it is proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts, and the Collateral Agent will not be liable with respect to any action it takes or omits to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once in good faith in accordance with a direction to take any action has been given received by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors it pursuant to the terms of this AgreementIndenture or the Security Documents. (e) The Collateral Agent shall not be liable for failing to comply with its obligations under this Indenture or any Security Document in so far as the performance of such obligations is dependent upon the timely receipt of instructions and/or other information from any other Person which are not received or not received by the time required. (f) In the absence of bad faith on its part, also the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Indenture. (g) The Collateral Agent will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (h) Notwithstanding anything to the contrary, in no event shall the Collateral Agent be required to review or confirm the contents, sufficiency or receipt of any of the deliverables set forth in Schedule I to this Indenture. (i) The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture or any Security Document if such action (i) would, in the reasonable opinion of the Collateral Agent, in good faith (which may be based on the advice or opinion of counsel), be contrary to applicable law, this Indenture or any Security Document, (ii) is not provided for in this Indenture or any Security Document, (iii) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax, or (iv) would require the unanimous approval Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified. (j) In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of all terrorist activities and money laundering (“Applicable Law”), the Collateral Agent is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Collateral Agent. Accordingly, each of the Qualified Creditorsparties agrees to provide to the Collateral Agent upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Collateral Agent to comply with Applicable Law. (k) Every provision of this Indenture, any Security Document or any related document relating to the conduct or affecting the liability of or affording protection to the Collateral Agent shall be subject to this Article 7.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, the Agent and each Creditor Lender hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents therein and to exercise such powers under the Collateral Documents thereunder as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement4.3 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors Agent and the Lenders to enforce the rights and remedies of the Collateral Agent, the Agent and the Creditors Lenders provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, Senior Indebtedness; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) except as otherwise provided herein, the Collateral Agent shall act solely at and in accordance with the written direction of the Required CreditorsSenior Lenders, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified CreditorsLenders, release release, reconvey or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case an Obligor as permitted in accordance with the terms of all of the Senior Indebtedness Documents Credit Agreement and the Note Agreement prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) hereof and (z) with respect to property in or on which, by the terms of the Credit Agreement and the Note Agreement, a security interest or lien is not required to be granted to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), Collateral Agent) and (iii) the Collateral Agent shall not accept any Obligations Senior Indebtedness in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified CreditorsLenders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose or otherwise realize upon, collect and dispose of the Collateral or of the Collateral Documents any portion thereof as may be directed by, the Required CreditorsSenior Lenders; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors Senior Lenders to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required CreditorsSenior Lenders, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which shall require the written direction of the Required Senior Lenders) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors Lenders pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified CreditorsLenders. The Collateral Agent shall be entitled to assume that no Event of Default or Enforcement exists until either notice has been given to the Collateral Agent of an Event of Default or Enforcement by an Obligor or a Lender, or the Collateral Agent shall have actual knowledge that an Event of Default or Enforcement has occurred (and for this purpose the actual knowledge of the Collateral Agent which is also a Lender or the Agent shall include any actual knowledge which the Collateral Agent may have in its capacity as a Lender or the Agent).

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (zx) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential March 11, 2011 Purchase Note Purchase Agreement and paragraph 11V the comparable provision of the NY Life Additional Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditors.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Secured Bank Creditor hereby and each Noteholder irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents therein and to exercise such powers under the Collateral Documents thereunder as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreementhereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Secured Creditors to enforce the rights and remedies of the Collateral Agent and the other Secured Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, Secured Obligations; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Secured Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified CreditorsRequired Lenders and the Required Holders, release or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case Loan Party as permitted in accordance with the terms of all of the Senior Indebtedness Documents Credit Agreement and the Note Agreements prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreementhereof), and (iii) the Collateral Agent shall not accept any Secured Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified CreditorsRequired Lenders and the Required Holders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents any portion thereof as may be directed by, the Required Secured Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is determined by the Collateral Agent in good faith to be contrary to law or the terms of the Collateral Documents or this AgreementAgreement or not subject to a reasonably satisfactory indemnity hereunder. Once a direction to take any action has been given by the Required Secured Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Secured Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous the approval of all of the Qualified Creditors Banks and Noteholders or both the Required Lenders and Required Holders pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified CreditorsBanks and Noteholders or the Required Lenders and Required Holders, as the case may be.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (zx) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential March 11, 2011 Purchase Note Purchase Agreement and paragraph 11V the comparable provision of the NY Life Additional Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditors.

Duties of Collateral Agent. Subject The Collateral Agent shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Collateral Agent is specifically authorized to (i) establish and maintain one or more bank accounts in a financial institution for the deposit of payments, (ii) designate persons authorized to sign with respect to such accounts, (iii) negotiate and deposit into such accounts checks made payable to the Originator or the Borrower, and (iv) act as bailee with respect to the Receivable Files. The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent having that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein. The Collateral Agent shall take and maintain custody of the Receivable Files (except as otherwise provided herein) and the Schedule of Receivables included as an exhibit to each Originator Assignment and Funding Notice and shall retain copies of all Servicer's Certificates prepared hereunder. No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its breach of its representations, warranties or covenants set forth in this Agreement or any other Related Document; its own grossly negligent action (or negligent action in the handling of funds), its own grossly negligent failure to act (or negligent failure to act in the handling of funds), or its own bad faith; provided, however, that: (i) The duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement, the Collateral Agent shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Collateral Agent and, in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent may conclusively rely on the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement; (ii) The Collateral Agent shall not be liable for an error of judgment made in good faith by a Collateral Agent Officer, unless it shall be proved that the Collateral Agent shall have been directed negligent in ascertaining the pertinent facts; (iii) The Collateral Agent shall not be liable with respect to take any action taken, suffered, or omitted to be taken in good faith in accordance with this Agreement or at the direction of any Notice Party, the Parallel Lenders or the Lender pursuant to the terms of this Agreement in performing any of its duties under this Agreement; (iv) The Collateral Agent shall not be charged with knowledge of any Event of Default, unless a Collateral Agent Officer assigned to the Collateral Agent's Office receives written notice of such Event of Default from the Servicer, the Borrower, the Originator, any Notice Party, the Parallel Lenders or the Lender (which notice shall constitute actual knowledge of an Event of Default by the Collateral Agent); and (v) The Collateral Agent shall not be liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the rights or duties conferred upon it by this Agreement. The Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible for the manner of performance of, any of the obligations of any of the Borrower Parties under this Agreement or any other Related Documents except during such time, if any, as the Collateral Agent shall be the successor to, and be vested with the rights, duties, powers, and privileges of, the Servicer in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes and then only to the Collateral Agent to take extent of such action on its behalf under the provisions rights, duties, powers and privileges of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent Servicer. Except for actions expressly authorized by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized shall take no action reasonably likely to take all actions on behalf impair the security interests created or existing under any Receivable or Equipment or to impair the value of the Creditors to enforce the rights and remedies of any Receivable or Equipment. All information obtained by the Collateral Agent regarding the Obligors and the Creditors provided for in Receivables, whether upon the Collateral Documents exercise of its rights under this Agreement or otherwise, shall be maintained by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant theretoin confidence and shall not be disclosed to any Person other than the parties to this Agreement, provided, however, that, notwithstanding unless such disclosure is required by this Agreement or any provision to the contrary in any Collateral Documents, (i) applicable law or regulation. In no event shall the Collateral Agent shall act solely at and in accordance with the written direction be liable for special, indirect or consequential loss or damage of the Required Creditorsany kind whatsoever (including but not limited to lost profits), (ii) even if the Collateral Agent shall not, without the written consent of all has been advised of the Qualified Creditors, release likelihood of such loss or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor damage and (2) removal regardless of the Material Subsidiary (as defined in the Bank Credit Agreement) designation form of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditorsaction.

Duties of Collateral Agent. Subject (a) The Collateral Agent upon receipt of a Notice of Actionable Default furnished to the Collateral Agent having been directed pursuant to the provisions of this Agreement shall promptly furnish copies of the same to the holders of the Obligations. (b) In the event that the Collateral Agent shall receive any material notice from any Creditor or from the Company pursuant to any of the Security Documents, the Collateral Agent shall promptly furnish copies of the same to the holders of the Obligations. (c) The Collateral Agent shall not have any duty or obligation to manage, control, use, sell, dispose of or otherwise deal with the Collateral, or to otherwise take such or refrain from taking any action under, or in accordance with connection with, this Agreement or the Security Documents, except, subject to Section 6.2, as expressly provided by the terms and conditions of this Agreement or the Security Documents, or expressly provided in written instructions received pursuant to the terms of this Agreement. The Collateral Agent may take, each Creditor hereby irrevocably authorizes but shall have no obligation to take, any and all such actions under the Security Documents or any of them or otherwise as it shall deem to be in the best interests of the Creditors in order to maintain the Collateral and protect and preserve the Collateral and the rights of the Creditors; provided, however, that, in the absence of written instructions (which may relate to the exercise of specific remedies or to the exercise of remedies in general) from a Majority of Each Group the Collateral Agent shall not foreclose on any lien or security interest on the Collateral or exercise any other remedies available to take it under any Security Documents with respect to the Collateral or any part thereof, unless a Majority of Each Group has failed to provide written instructions after the Collateral Agent has requested in writing such action on instructions at a time when an Actionable Default is outstanding as discussed in Section 4.2 herein. (d) The Collateral Agent shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained herein or in any other Security Document. The Collateral Agent makes no representation as to the value or condition of the Collateral or any part thereof, as to the title of the Company to the Collateral, as to the security afforded by this Agreement or any Security Document or, as to the validity, execution, enforceability, legality or sufficiency of this Agreement or any other Credit Document, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be required to ascertain or inquire as to the performance by the Company. (e) 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, except as provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent shall have no duty to the Company or any of its behalf Subsidiaries or to the Creditors as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords its own assets and the duty to account for monies received by it. Each Creditor shall be responsible for obtaining evidence of insurance for the Collateral as it deems necessary. (f) The Collateral Agent may execute any of the powers granted under this Agreement or any of the Security Documents and perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for the gross negligence or wilful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or wilful misconduct. (g) In the event (i) the Collateral Agent shall have received any written request from the Company for consent or approval to any matter or thing relating to any Collateral or the Company's obligations with respect thereto or (ii) there shall be due from the Collateral Agent under the provisions of any Security Document any performance or the delivery of any instrument, then, in each such event, the Collateral Documents Agent shall send to each of the Creditors a written notice setting forth, in reasonable detail, (x) an account of the matter or thing as to which such consent has been requested or the performance or instrument required to be so delivered, as the case may be, and (y) the Collateral Agent's proposed course of action with respect thereto. In the event the Collateral Agent shall not have received a written response from any Creditor within ten (10) business days after the giving of such notice, such Creditor shall be deemed to have agreed to the course of action proposed by the Collateral Agent. No such consent of the Creditor shall be required with respect to any action taken in accordance with the provisions of Section 4.2 hereof or with respect to any consent, determination or other instrumentsmatter that is, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to Agent's reasonable judgment, ministerial or administrative in nature. Also, the Collateral Agent is hereby authorized on behalf of all the Creditors, without the necessity of further consent from any Creditor, from time to time prior to an Actionable Default, to release portions of the Collateral from the security interest imposed by the Security Documents in connection with any disposition of such portions of the Collateral expressly permitted by the terms of the Security Document encumbering such Collateral. (h) The Collateral Documents Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Actionable Default unless and until the Collateral Agent shall have received a Notice of Actionable Default or a notice from the Company to the Collateral Agent in its capacity as Collateral Agent indicating that an Actionable Default has occurred. The Collateral Agent shall have no obligation either prior to or after receiving such other powers as are reasonably incidental theretonotice to inquire whether an Actionable Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it. Subject The Collateral Agent may (but shall not be obligated to) take action hereunder on the basis of an Actionable Default of the type specified in Section 6(a)(iv), (v), (vi) or (vii) of the Bank Credit Agreement or Section 7.1(j), (k) or (1) of the Note Agreements whether or not the Collateral Agent has received any Notice of Actionable Default stating that such Actionable Default has occurred, provided that any such action taken by the Collateral Agent without direction from a Majority of Each Group shall be limited to actions that the Collateral Agent determines to be necessary to protect and preserve the Collateral and the rights of the Creditors, provided, further, that the Collateral Agent shall promptly notify all Creditors in writing of any action taken. (i) Upon receipt of a Notice of Actionable Default pursuant to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take shall, at the request of any Creditor, schedule a meeting of all actions on behalf of the Creditors to enforce be held at the rights and remedies offices of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors to the Collateral Agent, or another mutually convenient place, to discuss the exercise of rights and subject to remedies under the Security Documents, provided that any other directions which Creditor may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditorsparticipate via telephone.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, the Bank Agent and ​ each Creditor Senior Lender hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents therein and to exercise such powers under the Collateral Documents thereunder as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement13 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors Bank Agent and the Senior Lenders to enforce the rights and remedies of the Collateral Agent, the Bank Agent and the Creditors Senior Lenders provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, Senior Indebtedness; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required CreditorsSenior Lenders or, with respect to any direction to enforce rights and remedies under the Collateral Documents, the Required Enforcement Directing Lenders, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified CreditorsRequired Senior Lenders, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case Loan Party as permitted in accordance with the terms of all of the Senior Indebtedness Documents Credit Agreement, the Note Agreement, and the Private Shelf Agreement, prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreementhereof), and (iii) the Collateral Agent shall not accept any Obligations Senior Indebtedness in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified CreditorsRequired Senior Lenders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents any portion thereof as may be directed by, the Required CreditorsSenior Lenders or the Required Enforcement Directing Lenders, as applicable; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors to the Collateral AgentAgent in accordance with this Section 2(b), and subject to any other directions which may be given from time to time by the Required CreditorsSenior Lenders (or, with respect to the enforcement of rights or remedies under the Collateral Documents pursuant to a direction given by the Required Enforcement Directing Lenders, such Required Enforcement Directing Lenders), decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors Senior Lenders pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified CreditorsSenior Lenders.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Creditor Secured Party hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents therein and to exercise such powers under the Collateral Documents thereunder as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement10 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors Secured Parties to enforce the rights and remedies of the Collateral Agent and the Creditors Secured Parties provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant theretoSecured Indebtedness; PROVIDED, provided, howeverHOWEVER, that, notwithstanding any provision to the contrary herein or in any of the Collateral Documents, (i) the Collateral Agent shall act at all times solely at and in accordance with the written direction of the Required CreditorsSecured Parties, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified CreditorsRequisite Lenders and the Requisite Securityholders, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case Company as permitted in accordance with the terms of all of the Senior Indebtedness Financing Agreements or the Collateral Documents and prior to the occurrence of an Event of DefaultDefault (and, for this purpose, the Collateral Agent (1) shall not be deemed to have knowledge of an Event of Default unless the Collateral Agent has received notice thereof, and (2) may rely, as to whether a disposition of Collateral is permitted by the Financing Agreements or the Collateral Documents, upon a certificate signed by the Requisite Lenders (as defined in the Loan Agreement), as to the Bank Facility, and the Trustee, as to the Indenture, and any such certificate shall be full warranty by the applicable Secured Party to the Collateral Agent as to the truth of the matters certified to for any action taken by the Collateral Agent in reasonable reliance thereon), and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement)hereof, and (iii) the Collateral Agent shall not accept any Obligations Secured Indebtedness in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified CreditorsCollateral. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents any portion thereof as may be directed by, the Required CreditorsSecured Parties; providedPROVIDED, howeverHOWEVER, that the Collateral Agent shall not be required to take any action (A) that is contrary to law or the terms of the Collateral Documents Documents, or this Agreement. Once a , or (B) if the Collateral Agent determines, in good faith, that the potential Collateral Agent Expenses resulting from such action are likely to exceed the amounts available for distribution to the Collateral Agent pursuant to Section 5(a)(i) hereof, and so notifies the Secured Parties giving the Collateral Agent the direction to take any action has been given by the Required Creditors to such action, unless the Collateral Agent, Agent is provided adequate security and subject to any other directions indemnity against the Collateral Agent Expenses which may be given from time to time incurred by the Required Creditors, decisions regarding the manner it in which taking such action and complying with any such action is to request or direction, including such reasonable advances as may be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made requested by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditors.

Duties of Collateral Agent. Subject to the (a) The Collateral Agent having been directed to take such action in accordance with the terms upon receipt of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions a Notice of the Collateral Documents and Event of Default or any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted written notice furnished to the Collateral Agent pursuant theretoto the provisions of this Agreement shall promptly furnish copies of the same to the holders of the Senior Obligations. (b) The Collateral Agent shall not have any duty or obligation to manage, control, use, sell, dispose of or otherwise deal with the Collateral, or, to otherwise take or refrain from taking any action under, or in connection with, this Agreement or the Security Documents, except, subject to Section 5.8, as expressly provided by the terms and conditions of this Agreement or the Security Documents. The Collateral Agent may take, but shall have no obligation to take, any and all such actions under the Security Documents or any of them or otherwise as it shall deem to be in the best interests of the Senior Creditors in order to maintain the Collateral and protect and preserve the Collateral and the rights of the Senior Creditors; provided, however, that, notwithstanding any provision except as otherwise expressly provided herein, in the absence of written instructions (which may relate to the contrary exercise of specific remedies or to the exercise of remedies in general) from the Majority Senior Creditors (or, if required by Section 4.1, all of the Senior Creditors), the Collateral Agent shall not foreclose on any Lien on the Collateral or exercise any other remedies available to it under any Security Documents with respect to the Collateral or any part thereof. (c) The Collateral Agent shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained herein or in any Security Documents. The Collateral DocumentsAgent makes no representation as to the value or condition of the Collateral or any part thereof, as to the title of any of the Credit Parties to the Collateral, as to the security afforded by this Agreement or any Security Documents or, as to the validity, execution, enforceability, legality or sufficiency of this Agreement or any other Credit Document, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. (d) 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, except as provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent shall have no duty to any of the Credit Parties or to the Senior Creditors as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords its own assets and the duty to account for monies received by it. (e) The Collateral Agent may execute any of the powers granted under this Agreement or any of the Security Documents and perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for the gross negligence or willful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or willful misconduct. (f) In the event (i) the Collateral Agent shall act solely at have received any written request from any of the Credit Parties for consent or approval to any matter or thing relating to any Collateral or the Credit Party's obligations with respect thereto or (ii) there shall be due from the Collateral Agent under the provisions of any Security Document any performance or the delivery of any instrument, then, in each such event, the Collateral Agent shall send to each of the Senior Creditors a notice setting forth, in reasonable detail, (x) an account of the matter or thing as to which such consent has been requested or the performance or instrument required to be so delivered, as the case may be, and (y) the Collateral Agent's proposed course of action with respect thereto. In the event the Collateral Agent shall not have received a response from any Senior Creditor within ten (10) Business Days after the giving of each notice, such Senior Creditor shall be deemed to have agreed to the course of action proposed by the Collateral Agent. No such consent of the Senior Creditor shall be required with respect to any action taken in accordance with the written direction provisions of Section 4.2 hereof or with respect to any consent, determination or other matter that is, in the Collateral Agent's reasonable judgment, ministerial or administrative in nature. (g) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the Required Creditors, (ii) occurrence of any Event of Default unless and until the Collateral Agent shall not, without the written consent have received a Notice of all Event of Default or a notice from any of the Qualified Creditors, release Credit Parties to the Collateral Agent in its capacity as Collateral Agent indicating that an Event of Default has occurred. The Collateral Agent shall have no obligation either prior to or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions after receiving such notice to inquire whether an Event of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement)Default has, in each case as permitted fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in accordance with so relying, on any notice so furnished to it. Subject in all cases to the terms provisions of all Section 4.2, the Collateral Agent may (but shall not be obligated to) take action hereunder on the basis of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition whether or not the Collateral Agent has received any Notice of such Collateral after an Event of Default pursuant to direction given under clause (i) stating that such Event of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit AgreementDefault has occurred, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) PROVIDED that any such action taken by the Collateral Agent without direction from the Majority Senior Creditors shall not accept any Obligations in whole or partial consideration for be limited to actions that the disposition of any Collateral without Agent determines to be reasonably necessary to protect and preserve the written consent of all Collateral and the rights of the Qualified Senior Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose uponPROVIDED, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, howeverFURTHER, that the Collateral Agent shall not be required to take promptly notify all Senior Creditors in writing of any action that is contrary to law or taken without direction from the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Majority Senior Creditors.

Duties of Collateral Agent. Subject to the (a) The Collateral Agent having been directed to take such action in accordance with the terms upon receipt of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions a Notice of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted Actionable Default furnished to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 this Agreement shall promptly furnish copies of the Bank Credit Agreement, paragraph 11V same to the holders of the Prudential Note Purchase Agreement and paragraph 11V of Obligations. In the NY Life Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, event that the Collateral Agent shall receive any material notice from any Creditor or from the Company pursuant to any of the Security Documents, the Collateral Agent shall promptly furnish copies of the same to the holders of the Obligations. The Collateral Agent shall not be required have any duty or obligation to manage, control, use, sell, dispose of or otherwise deal with the Collateral, or to otherwise take or refrain from taking any action that is contrary to law under, or in connection with, this Agreement or the terms of the Collateral Documents or this Agreement. Once a direction Security Documents, except, subject to take any action has been given Section 6.2, as expressly provided by the Required Creditors to terms and conditions of this Agreement or the Collateral AgentSecurity Documents, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner or expressly provided in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors written instructions received pursuant to the terms of this Agreement. The Collateral Agent may take, also but shall require have no obligation to take, any and all such actions under the unanimous approval Security Documents or any of all them or otherwise as it shall deem to be in the best interests of the Qualified Creditors in order to maintain the Collateral and protect and preserve the Collateral and the rights of the Creditors; provided, however, that, in the absence of written instructions (which may relate to the exercise of specific remedies or to the exercise of remedies in general) from a Majority of Each Group the Collateral Agent shall not foreclose on any lien or security interest on the Collateral or exercise any other remedies available to it under any Security Documents with respect to the Collateral or any part thereof, unless a Majority of Each Group has failed to provide written instructions after the Collateral Agent has requested in writing such instructions at a time when an Actionable Default is outstanding as discussed in Section 4.2 herein.

Duties of Collateral Agent. Subject to the The Collateral Agent having been directed shall not be obligated to take any action under this Agreement except for the performance of such action in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents duties as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental theretoset forth herein or therein. Subject to the provisions of Section 11 2.06, the Collateral Agent shall take any action under or with respect to this Agreement which is requested by the Required Senior Lenders and which is not inconsistent with or contrary to the provisions of this Agreement; provided that the Collateral Agent shall not amend or waive any provision of the Collateral Documents except with the consent of the Required Senior Lenders. At any time when a Notice to Enforce shall have been given and shall be outstanding, the Collateral Agent shall, subject in all cases to the provisions of Sections 2.04 and 2.06, exercise or refrain from exercising all such rights, powers and remedies as shall be available to it hereunder in accordance with any written instructions received from the Required Senior Lenders. The Collateral Agent shall have the right to decline to follow any such direction if the Collateral Agent, being advised by counsel, determines that the directed action is not permitted by the terms of this Agreement, may not lawfully be taken or would involve it in personal liability, and the Collateral Agent is hereby irrevocably authorized shall not be required to take all actions any such action unless any indemnity which is required hereunder in respect of such action has been provided. Subject to Section 2.06 hereof, the Collateral Agent may rely on behalf of any such direction given to it by the Creditors to enforce Required Senior Lenders and shall be fully protected, and shall under no circumstances (absent the rights gross negligence and remedies willful misconduct of the Collateral Agent and Agent) be liable to the Creditors provided Company, any holder of any Senior Indebtedness or any other Person for taking or refraining from taking action in accordance therewith. Absent written instructions from the Required Senior Lenders (i) at a time when a Notice to Enforce shall be outstanding or (ii) in the case of an emergency in order to protect any of the Collateral, the Collateral Documents Agent may take, but shall have no obligation to take, any and all such actions hereunder or by applicable law any of them or otherwise as it shall deem to be in the best interests of the Lenders. Except as provided in the preceding sentence, in the absence of written instruction (which may relate to the exercise of specific remedies or to the exercise of remedies in general) from the Required Senior Lenders, the Collateral Agent shall not exercise remedies available to it hereunder with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the part thereof. The Collateral Agent shall not, without the written consent of all of the Qualified CreditorsLenders, release release, reconvey, subordinate or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to by the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase AgreementRequired Senior Lenders), and (iii) the Collateral Agent shall not accept any Obligations Senior Indebtedness in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified CreditorsLenders.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, the Bank Agent and each Creditor Senior Lender hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents therein and to exercise such powers under the Collateral Documents thereunder as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement13 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors Bank Agent and the Senior Lenders to enforce the rights and remedies of the Collateral Agent, the Bank Agent and the Creditors Senior Lenders provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, Senior Indebtedness; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required CreditorsSenior Lenders or, with respect to any direction to enforce rights and remedies under the Collateral Documents, the Required Enforcement Directing Lenders, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified CreditorsRequired Senior Lenders, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case Loan Party as permitted in accordance with the terms of all of the Senior Indebtedness Documents Credit Agreement and the Note Agreement prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreementhereof), and (iii) the Collateral Agent shall not accept any Obligations Senior Indebtedness in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified CreditorsRequired Senior Lenders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents any portion thereof as may be directed by, the Required CreditorsSenior Lenders or the Required Enforcement Directing Lenders, as applicable; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors to the Collateral AgentAgent in accordance with this Section 2(b), and subject to any other directions which may be given from time to time by the Required CreditorsSenior Lenders (or, with respect to the enforcement of rights or remedies under the Collateral Documents pursuant to a direction given by the Required Enforcement Directing Lenders, such Required Enforcement Directing Lenders), decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors Senior Lenders pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified CreditorsSenior Lenders.

Duties of Collateral Agent. Subject (a) The Collateral Agent undertakes (i) except while an Event of Default actually known to the Collateral Agent having been directed shall have occurred and be continuing, to take perform such action duties and only such duties as are specifically set forth in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent or in any direction given pursuant to take such action on its behalf under the provisions this Agreement, and (ii) while an Event of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated Default actually known to the Collateral Agent by the terms shall have occurred and be continuing, subject to §8.1(b), to exercise such of the Collateral Documents rights and such other powers as are reasonably incidental theretovested in it by this Agreement and permitted by law. Subject to the provisions of Section 11 of this Agreement, the The Collateral Agent is hereby irrevocably authorized to take all actions on behalf upon receipt of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents instruments or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted notices furnished to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, provisions of this Agreement shall furnish copies of the same to the Administrative Agent for distribution to Lenders. (ib) In the event that the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence have actual knowledge of an Event of Default, (y) upon disposition the Collateral Agent shall give prompt written notice of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under Administrative Agent. Subject to the provisions terms of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement§8.2(h), and (iii) in accordance with written instructions received from the Administrative Agent, the Collateral Agent shall take such action or refrain from taking such action as the Collateral Agent shall be directed in writing by the Administrative Agent. If the Collateral Agent shall not accept have received written instructions as above provided within twenty (20) days after mailing notice of such Event of Default to the Administrative Agent, the Collateral Agent may, subject to instructions received pursuant to the preceding sentence, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any Obligations action, with respect to such Event of Default, as it shall determine advisable in whole or partial consideration for the disposition of any Collateral without the written consent of all best interests of the Qualified Secured Creditors. . (c) The Collateral Agent agrees shall not have any duty or obligation to make such demands and give such notices under the Collateral Documents as may be requested bymanage, and to take such action to enforce the Collateral Documents and to foreclose uponcontrol, collect and use, sell, dispose of or otherwise deal with the Collateral Collateral, or, to otherwise take or refrain from taking any action under, or in connection with, this Agreement, except as expressly provided by the terms of the Collateral Documents as may be directed bythis Agreement or expressly provided in written instructions received pursuant to this Agreement. (d) Except if it is herein otherwise expressly provided that no such request is required, the Required Creditors; provided, however, that the Collateral Agent shall not be required under any obligation to take any action that which is contrary to law or the terms of discretionary with the Collateral Documents Agent or this Agreement. Once a direction otherwise requires judgment to take any action has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding Agent under the provisions of hereof, except on written request by the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified CreditorsAdministrative Agent.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Exh. A-6 Exhibit 10.2 Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (zx) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential March 11, 2011 Purchase Note Purchase Agreement and paragraph 11V the comparable provision of the NY Life Additional Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditors.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms (a) If an Event of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents Default has occurred and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreementis continuing, the Collateral Agent shall exercise its rights and powers and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) If an Event of Default has occurred and is hereby irrevocably authorized to take all actions on behalf continuing, the Holders of a majority in interest of the Creditors to enforce principal amount of the rights and remedies of Notes may remove the Collateral Agent and appoint a substitute Collateral Agent. (c) Except during the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence continuance of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause : (i) of The Collateral Agent need perform only those duties that are specifically set forth in this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V no others. No implied covenants or obligations shall be read into this Agreement against the Collateral Agent. (ii) In the absence of the NY Life Note Purchase Agreement)bad faith on its part, and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for may conclusively rely, as to the disposition of any Collateral without the written consent of all truth of the Qualified Creditorsstatements and the correctness of the opinions expressed therein, upon certificates, reports, statements, documents or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; providedAgent, however, that shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Agreement. (d) The Collateral Agent may not be relieved from liability for its own gross negligent action, its own negligent failure to act, or its own willful misconduct in each case, as finally adjudicated by a court of law, except that: (i) This paragraph does not limit the effect of paragraph (c) of this Section. - (ii) The Collateral Agent shall not be required liable for any error of judgment made in good faith by, unless it is proved that the Collateral Agent was negligent in ascertaining the pertinent facts. (iii) The Collateral Agent shall not be liable with respect to any action it takes or omits to take any action that is contrary in good faith in accordance with a direction received by it pursuant to law or the terms Sections 6.06 and 6.07 of the Collateral Documents or this Agreement. Once a direction to take . (e) Every provision of this Agreement that in any action has been given by the Required Creditors way relates to the Collateral Agent, and Agent is subject to paragraphs (a), (c) and (d) of this Section. (f) The Collateral Agent may refuse to perform any other directions which may duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. No provision of this Agreement shall require Collateral Agent to expend or risk its own funds or incur an liability. (g) The Collateral Agent shall not be given from time to time liable for interest on any money received by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (it except as otherwise agreed with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified CreditorsCompany.

Duties of Collateral Agent. Subject (a) The Collateral Agent undertakes (i) except while an Event of Default actually known to the Collateral Agent having been directed shall have occurred and be continuing, to take perform such action duties and only such duties as are specifically set forth in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent or in any direction given pursuant to take such action on its behalf under the provisions this Agreement, and (ii) while an Event of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated Default actually known to the Collateral Agent by the terms shall have occurred and be continuing, subject to §8.1(b), to exercise such of the Collateral Documents rights and such other powers as are reasonably incidental theretovested in it by this Agreement and permitted by law. Subject to the provisions of Section 11 of this Agreement, the The Collateral Agent is hereby irrevocably authorized to take all actions on behalf upon receipt of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents instruments or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted notices furnished to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, provisions of this Agreement shall furnish copies of the same to the Administrative Agent for distribution to the Lenders. (ib) In the event that the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence have actual knowledge of an Event of Default, (y) upon disposition the Collateral Agent shall give prompt written notice of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under Administrative Agent. Subject to the provisions terms of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement§8.2(h), and (iii) in accordance with written instructions received from the Administrative Agent, the Collateral Agent shall take such action or refrain from taking such action as the Collateral Agent shall be directed in writing by the Administrative Agent. If the Collateral Agent shall not accept have received written instructions as above provided within twenty (20) days after mailing notice of such Event of Default to the Administrative Agent, the Collateral Agent may, subject to instructions received pursuant to the preceding sentence, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any Obligations action, with respect to such Event of Default, as it shall determine advisable in whole or partial consideration for the disposition of any Collateral without the written consent of all best interests of the Qualified Secured Creditors. . (c) The Collateral Agent agrees shall not have any duty or obligation to make such demands and give such notices under the Collateral Documents as may be requested bymanage, and to take such action to enforce the Collateral Documents and to foreclose uponcontrol, collect and use, sell, dispose of or otherwise deal with the Collateral Collateral, or, to otherwise take or refrain from taking any action under, or in connection with, this Agreement, except as expressly provided by the terms of the Collateral Documents as may be directed bythis Agreement or expressly provided in written instructions received pursuant to this Agreement. (d) Except if it is herein otherwise expressly provided that no such request is required, the Required Creditors; provided, however, that the Collateral Agent shall not be required under any obligation to take any action that which is contrary to law or the terms of discretionary with the Collateral Documents Agent or this Agreement. Once a direction otherwise requires judgment to take any action has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding Agent under the provisions of hereof, except on written request by the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified CreditorsAdministrative Agent.

Duties of Collateral Agent. Subject to the a. The Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents shall have and any other instruments, documents and agreements referred to in the Collateral Documents and to may exercise such powers under the Collateral Security Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents hereof and thereof, together with such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the The Collateral Agent shall not accept have any Obligations in whole implied duties or partial consideration for any obligations to take any action under the disposition of any Collateral without the written consent of all of the Qualified Creditors. Security Documents. b. The Collateral Agent agrees shall be required to make such demands act or to refrain from acting (and give such notices under shall be fully protected in so acting or refraining from acting) upon the Collateral Documents as may be requested bywritten instructions, and to take such action to enforce the Collateral Documents and to foreclose uponfurnishing of a deposit in accordance with Section 7.07 hereof, collect and dispose of the Collateral or of Majority Holders and such instructions shall be binding upon all the Collateral Documents as may be directed by, the Required CreditorsHolders; provided, however, provided that the Collateral Agent shall not be required to take any action that which the Collateral Agent in good faith believes (i) could reasonably be expected to expose it to personal liability, or (ii) is contrary to law applicable law. c. Absent written instructions from Majority Holders to the contrary at a time when an Event of Default shall have occurred and be continuing, the Collateral Agent may take, but shall have no obligation to take, any and all actions under the Security Documents or otherwise as it shall deem to be in the best interests of the Holders. d. The relationship between the Collateral Agent and the Noteholders is and shall be only to the extent explicitly provided for herein that of agent and principal and nothing herein contained shall be construed to constitute the Collateral Agent a trustee for any Noteholder or to impose on the Collateral Agent duties and obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, neither the Collateral Agent nor any of its directors, officers, employees, partners or agents shall (i) be responsible to the Noteholders for any recitals, representations or warranties contained in, or for the execution, validity, genuineness, perfection, effectiveness or enforceability of, the Security Documents (it being expressly understood that any determination of the foregoing is the responsibility of each Noteholder), (ii) be responsible to the Noteholders for the validity, genuineness, perfection, effectiveness, enforceability, existence, value or enforcement of any security interest in the Collateral (it being expressly understood that any determination of the foregoing is the responsibility of each Noteholder), (iii) be under any duty to inquire into or pass upon any of the foregoing matters, or to make any inquiry concerning the performance by any Person of its or their obligations under any Security Document (it being expressly understood that any determination of the foregoing is the responsibility of each Noteholder), (iv) be deemed to have knowledge of the occurrence of a Default or an Event of Default, unless it shall have received written notice thereof from either a Noteholder or the terms Debtor, (v) be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located regardless of the cause thereof unless the same shall happen solely through the gross negligence or willful misconduct of the Collateral Agent as shall have been determined in a final nonappealable judgment of a court of competent jurisdiction, (vi) have any liability for any error or omission or action or failure to act of any kind made in the settlement, collection or payment in connection with any of the Security Documents or this Agreement. Once any of the Collateral or any instrument received in payment therefor or for any damage resulting therefrom other than as a direction to take sole result of its own gross negligence or willful misconduct as shall have been determined in a final nonappealable judgment of a court of competent jurisdiction, and (vii) in any event, be liable as such for any action has taken or omitted by it, absent, in each case described in this Section, its gross negligence or willful misconduct as shall have been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner determined in which any such action is to be implemented and conducted (with the exception a final nonappealable judgment of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice a court of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditorscompetent jurisdiction.

Duties of Collateral Agent. Subject l 2 . (a) The Collateral Agent upon receipt of a Notice of Actionable Default furnished to the Collateral Agent having pursuant to the provisions of this Agreement shall promptly furnish copies of the same to all Creditors and the Borrower. (b) In the event that the Collateral Agent shall receive any material notice from any Creditor or from the Borrower, the Collateral Agent shall promptly furnish copies of the same to all Creditors. (c) The Collateral Agent shall not have any duty or obligation to manage, control, use, sell, dispose of or otherwise deal with the Collateral, or, to otherwise take or refrain from taking any action under, or in connection with, this Agreement or the Security Documents, except as expressly provided by the terms and conditions of this Agreement or the Security Documents, or expressly provided in written instructions received pursuant to the terms of this Agreement or the Security Documents. The Collateral Agent may take, but shall have no obligation to take, any and all such actions under the Security Documents or any of them or otherwise as it shall deem to be in the best interests of the Creditors in order to maintain the Collateral and protect and preserve the Collateral and the rights of the Creditors; provided, however, that, except as otherwise expressly provided herein, in the absence of written instructions (which may relate to the exercise of specific remedies or to the exercise of remedies in general) from the Required Creditors, the Collateral Agent shall not foreclose on any lien or security interest on the Collateral or exercise any other remedies available to it under any Security Documents with respect to the Collateral or any part thereof. (d) The Collateral Agent shall not be responsible in any manner whatsoever for or have any duty to ascertain or acquire into (i) the correctness of any recitals, statements, representations or warranties contained herein or in any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (iii) the performance or observance by any party other than itself of any of the covenants, agreements or other terms or conditions set forth herein or in any other Credit Document or the occurrence of any Event of Default. The Collateral Agent makes no representation as to, and has no duty to ascertain or inquire into, the value, condition or collectability of the Collateral or any part thereof, as to the title of the Borrower to the Collateral, as to the security afforded by this Agreement or any Security Document, the existence, priority or perfection of the Collateral Agent’s lien or security interest on the collateral security under the Security Documents, or, as to the validity, execution, enforceability, legality or sufficiency of this Agreement or any other Credit Document, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters or any failure to monitor or maintain any portion of the Collateral. The Collateral Agent shall not be required to ascertain or inquire as to the performance by the Borrower. (e) 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, except as provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent shall have no duty to the Borrower or any Subsidiary or to the Creditors as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords its own assets and the duty to account for monies received by it. (f) The Collateral Agent may execute any of the powers granted under this Agreement or any of the Security Documents and perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible to the Creditors for the gross negligence or willful misconduct of any agents or attorneys-in-fact selected by it without gross negligence or willful misconduct as determined in a final and nonappealable judgment by a court of competent jurisdiction. The exculpatory provisions of this Agreement shall apply to any such agent or attorney-in-fact. (g) In the event (i) the Collateral Agent shall have received any written request from the Borrower for consent or approval to any matter or thing relating to any Collateral or the Borrower’s obligations with respect thereto or (ii) there shall be due from the Collateral Agent under the provisions of any Security Document any performance or the delivery of any instrument, then, in each such event, the Collateral Agent shall send to each of the Creditors a notice setting forth, in reasonable detail, (x) an account of the matter or thing as to which such consent has been directed requested or the performance or instrument required to take be so delivered, as the case may be, and (y) the Collateral Agent’s proposed course of action with respect thereto. In the event the Collateral Agent shall not have received a response from any Creditor within ten (10) business days after the giving of such notice, such Creditor shall be deemed to have agreed to the course of action proposed by the Collateral Agent. No such consent of the Creditor shall be required with respect to any action taken in accordance with the terms of this Agreementprovisions hereof (including, each Creditor hereby irrevocably authorizes without limitation, Section 4.2) or with respect to any consent, determination or other matter that is, in the Collateral Agent’s reasonable judgment, ministerial or administrative in nature; provided that the Collateral Agent will provide prompt written notice to take such action on its behalf under the provisions of the Collateral Documents and all Creditors with respect to any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to material actions taken by the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject related to the provisions enforcement of Collateral under Section 11 of this Agreement4.2. Also, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of all the Creditors Creditors, without the necessity of further consent from any Creditor, from time to enforce the rights and remedies time prior to an Event of Default, to release portions of the Collateral Agent and from the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral imposed by the Security Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all the Security Documents and in connection with any disposition of such portions of the Senior Indebtedness Documents Collateral expressly permitted by the terms of the Credit Agreement and prior the Note Agreement. Upon request by the Collateral Agent at any time, the Creditors will confirm in writing the Collateral Agent’s authority to take any action hereunder. (h) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of any Actionable Default pursuant to direction given under clause (i) of this Section 2(b) unless and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) until the Collateral Agent shall not accept any Obligations in whole have received a Notice of Actionable Default or partial consideration for a notice from the disposition of any Borrower to the Collateral without the written consent of all of the Qualified CreditorsAgent indicating that an Actionable Default has occurred. The Collateral Agent agrees shall have no obligation either prior to make or after receiving such demands notice to inquire whether an Actionable Default has, in fact, occurred and give such notices under shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it. The Collateral Agent may (but shall not be obligated to) take action hereunder on the basis of an Actionable Default of the type specified in Section 8.1(g), (h) or (i) (bankruptcy) of the Credit Agreement, or Sections 11(g), (h) or (i) (bankruptcy) of the Note Agreement (each as in effect on the date of this Agreement) whether or not the Collateral Documents as may be requested byAgent has received any Notice of Actionable Default stating that such Actionable Default has occurred, and to take provided that any such action to enforce taken by the Collateral Documents Agent without direction from the Required Creditors shall be limited to actions that the Collateral Agent determines to be necessary to protect and to foreclose upon, collect preserve the Collateral and dispose the rights of the Collateral or of the Collateral Documents as may be directed byCreditors, the Required Creditors; provided, howeverfurther, that the Collateral Agent shall not be required promptly notify all Creditors in writing of any such action taken without direction from the Required Creditors. (i) Upon receipt of a Notice of Actionable Default pursuant to take any action that is contrary to law or the terms provisions of this Agreement, the Collateral Documents or this Agreement. Once Agent shall, at the request of any Creditor, schedule a direction to take any action has been given by the Required meeting of all Creditors to be held at the offices of the Collateral Agent, or another mutually convenient place or method, to discuss the exercise of rights and subject to remedies under the Security Documents, provided that any other directions which Creditor may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditorsparticipate via telephone.

Duties of Collateral Agent. Subject (a) The Collateral Agent upon receipt of a Notice of Actionable Default furnished to the Collateral Agent having pursuant to the provisions of this Agreement shall promptly furnish copies of the same to all holders of the Obligations. (b) In the event that the Collateral Agent shall receive any material notice from any Creditor or from any of the Credit Parties, the Collateral Agent shall promptly furnish copies of the same to all holders of the Obligations at the addresses for notices specified in Section 7.2. (c) The Collateral Agent shall not have any duty or obligation to manage, control, use, sell, dispose of or otherwise deal with the Collateral, or, to otherwise take or refrain from taking any action under, or in connection with, this Agreement or the Security Documents, except, subject to Section 5.9, as expressly provided by the terms and conditions of this Agreement or the Security Documents, or expressly provided in written instructions received pursuant to the terms of this Agreement or the Security Documents. The Collateral Agent may take, but in absence of written instructions received pursuant to this Agreement shall have no obligation to take, any and all such actions under the Security Documents or any of them or otherwise as it shall deem to be in the best interests of the Creditors in order to maintain the Collateral and protect and preserve the Collateral and the rights of the Creditors; provided, however, that, in the absence of specific written instructions from the Majority Creditors or as expressly provided in Section 4.2, the Collateral Agent shall not foreclose on any lien or security interest on the Collateral or, except as otherwise provided herein, exercise any other remedies available to it under any Security Documents with respect to the Collateral or any part thereof. (d) The Collateral Agent shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained herein or in any other Security Document. The Collateral Agent makes no representation as to the value or condition of the Collateral or any part thereof, as to the title of any of the Credit Parties or any of their Subsidiaries to the Collateral, as to the security afforded by this Agreement or any Security Document or, as to the validity, execution, enforceability, legality or sufficiency of this Agreement or any Finance Document, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be required to ascertain or inquire as to the performance by any of the Credit Parties or any of their Subsidiaries. (e) 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, except as provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent shall have no duty to any of the Credit Parties or any of their Subsidiaries or to the Creditors as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords its own assets and the duty to account for monies received by it. (f) The Collateral Agent may execute any of the powers granted under this Agreement or any of the Security Documents and perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for the gross negligence or willful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or willful misconduct. (g) In the event (i) the Collateral Agent shall have received any written request from any of the Credit Parties for consent or approval to any matter or thing relating to any Collateral or the Credit Party's obligations with respect thereto or (ii) there shall be due from the Collateral Agent under the provisions of any Security Document any performance or the delivery of any instrument, then, in each such event, the Collateral Agent shall send to each of the Creditors a notice setting forth, in reasonable detail, (x) an account of the matter or thing as to which such consent has been directed requested or the performance or instrument required to take be so delivered, as the case may be, and (y) the Collateral Agent's proposed course of action with respect thereto. In the event the Collateral Agent shall not have received a response from a Creditor within thirty (30) days after the giving of such notice, such Creditor shall be deemed to have rejected the course of action proposed by the Collateral Agent. No such consent of the Creditor shall be required with respect to any action taken in accordance with the terms provisions of this AgreementSection 4.2 hereof or with respect to any consent, each Creditor hereby irrevocably authorizes determination or other matter that is ministerial or administrative in nature. Also, the Collateral Agent is hereby authorized on behalf of all the Creditors, without the necessity of further consent from any Creditor, from time to take such action on its behalf under the provisions time prior to an Event of Default, to release portions of the Collateral from the security interest imposed by the Security Documents and in connection with any other instruments, documents and agreements referred to in disposition of such portions of the Collateral Documents and to exercise such powers expressly permitted under the Finance Documents. (h) The Collateral Documents as are specifically delegated Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Actionable Default unless and until the Collateral Agent shall have received a Notice of Actionable Default or a notice from any of the Credit Parties to the Collateral Agent in its capacity as Collateral Agent indicating that an Actionable Default has occurred. The Collateral Agent shall have no obligation either prior to or after receiving such notice to inquire whether an Actionable Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it. The Collateral Agent may (but shall not be obligated to) take action hereunder on the basis of an Actionable Default of the type specified in Section 11.01(h) or (i) of the Credit Agreement, or clauses (g) or (h) of Section 11 of the Note Agreement (each as in effect on the date of this Agreement) whether or not the Collateral Agent has received any Notice of Actionable Default stating that such Actionable Default has occurred, provided that any such action taken by the terms Collateral Agent without direction from the Majority Creditors shall be limited to actions that the Collateral Agent determines to be necessary to protect and preserve the Collateral and the rights of the Creditors, provided, further, that the Collateral Documents and such other powers as are reasonably incidental thereto. Subject Agent shall promptly notify all Creditors in writing of any action taken without direction from the Majority Creditors. (i) Upon receipt of a Notice of Actionable Default pursuant to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take shall, at the request of any Creditor, schedule a meeting of all actions on behalf of the Creditors to enforce be held at the rights and remedies offices of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors to the Collateral Agent, or another mutually convenient place, to discuss the exercise of rights and subject to remedies under the Security Documents, provided that any other directions which Creditor may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditorsparticipate via telephone.

Duties of Collateral Agent. Subject (a) The Collateral Agent shall have no duties or responsibilities, other than those expressly set forth herein. It shall be responsible for obtaining the signatures of the Company and appropriate Affiliates on Security Agreements substantially in the form attached hereto as Exhibit A ("Security Agreements") and Deeds of Trust or Mortgages substantially in the form attached hereto as Exhibit B ("Deeds of Trust/Mortgages") pursuant to which the Company and appropriate Affiliates pledge the Collateral as security for all of the Company's obligations to the Banks, the Noteholders and ABN. The Collateral Agent having been shall also obtain executed financing statements to be filed to perfect the security interests and liens created by such Security Agreements and Deeds of Trust/Mortgages ("Financing Statements"). (b) Collateral Agent shall be responsible for filing the Deeds of Trust/Mortgages and Financing Statements in such offices as directed by the Creditor Groups to pay such fees and expenses as are required in connection therewith and to make such filings and pay such fees as are required to continue such perfection. (i) Collateral Agent shall take such action in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take actions and perform such action on its behalf under the provisions duties as required of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers Secured Party under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to Security Agreement or Mortgagee Beneficiary or Secured Party under the provisions Deeds of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens Trust/Mortgages; (ii) upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction instructions of the Required Creditors, but not before, Collateral Agent (iiand no other party) shall take such acts as directed by the Required Creditors that are necessary or desirable to exercise any right of the Creditors or any of them with respect to any of the Collateral Agent shall notor proceeds thereof, without the written consent of all of the Qualified Creditorsto foreclose upon such Collateral, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions conduct foreclosure sales where appropriate, to collect proceeds of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to distribute such proceeds to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and Creditors as appropriate; (iii) the Collateral Agent shall may release Collateral of a value of not accept more than $50,000 so long as collateral of a similar nature and of equal or greater value is simultaneously substituted therefor or the Creditor Groups agree and consent and vehicles with a market value of less than $15,000 sold in the ordinary course of business; and (iv) Collateral Agent may at any Obligations in whole time not take or partial consideration for the disposition of refrain from taking any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested byactions authorized by Section 7.2(c)(i) or (iii), and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by until it receives instructions from the Required Creditors to provided that doing so will not endanger the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditors.' secured

Duties of Collateral Agent. Subject to the (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of Collateral Agent having been directed to take such action in accordance with the terms of this Agreementhas knowledge, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to shall exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies powers vested in it by this Security Agreement, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the Collateral Agent and the Creditors provided for circumstances in the Collateral Documents or by applicable law with respect to conduct of such person's own affairs. (b) Except during the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence continuance of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause : (i) the duties of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations be determined solely by the express provisions of this Agreement and Collateral Agent need perform only those duties that are specifically set forth in whole this Agreement and no others, and no implied covenants or partial consideration for obligations shall be read into this Agreement against Collateral Agent; and (ii) in the disposition absence of bad faith on its part, Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to Collateral Agent, and conforming to the requirements of this Agreement. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to Collateral without Agent, Collateral Agent shall be under a duty to examine the written consent of all same to determine whether or not they conform to the requirements of the Qualified Creditors. The Agreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein.) (c) Collateral Agent agrees may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to make such demands and give such notices under act, or its own willful misconduct, except that: (i) this paragraph does not limit the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose effect of the Collateral or paragraph (b) of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the this Section, (ii) Collateral Agent shall not be required liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that Collateral Agent was grossly negligent in ascertaining the pertinent facts, (d) Whether or not therein expressly so provided, every provision of this Agreement that in any way relates to take Collateral Agent is subject to paragraphs (a), (b) and (c) of this Section 5.1. (e) No provision of this Agreement shall require Collateral Agent to expend or risk its own funds or incur any action liability. Collateral Agent shall be under no obligation to exercise any of its rights and powers under this Agreement at the request of any Holder of Notes, unless such Holder shall have offered to Collateral Agent security and indemnity satisfactory to it against any loss, liability or expense that is contrary to law or the terms of the might be incurred by it in complying with such request. (f) Collateral Documents or this AgreementAgent shall not be liable for interest on any money received by it except as Collateral Agent may agree in writing with Company. Once a direction to take any action has been given Money held in trust by the Required Creditors Collateral Agent need not be segregated from other funds except to the Collateral Agent, and subject to any other directions which may be given from time to time extent required by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditorslaw.

Duties of Collateral Agent. Subject (a) The Collateral Agent undertakes (i) except while an Event of Default actually known to the Collateral Agent having been directed shall have occurred and be continuing, to take perform such action duties and only such duties as are specifically set forth in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent or in any direction given pursuant to take such action on its behalf under the provisions this Agreement, and (ii) while an Event of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated Default actually known to the Collateral Agent by the terms shall have occurred and be continuing, subject to Section 8.1(b), to exercise such of the Collateral Documents rights and such other powers as are reasonably incidental theretovested in it by this Agreement and permitted by applicable law. Subject to the provisions of Section 11 of this Agreement, the The Collateral Agent is hereby irrevocably authorized to take all actions on behalf upon receipt of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents instruments or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted notices furnished to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, provisions of this Agreement shall furnish copies of the same to the Administrative Agent for distribution to the Lenders. (ib) In the event that the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence have actual knowledge of an Event of Default, (y) upon disposition the Collateral Agent shall give prompt written notice of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under Administrative Agent. Subject to the provisions of the last sentence terms of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement8.2(h), and (iii) in accordance with written instructions received from the Administrative Agent, the Collateral Agent shall take such action or refrain from taking such action as the Collateral Agent shall be directed in writing by the Administrative Agent. If the Collateral Agent shall not accept have received written instructions as above provided within twenty (20) days after mailing notice of such Event of Default to the Lenders, the Collateral Agent may, subject to instructions received pursuant to the preceding sentence, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any Obligations action, with respect to such Event of Default, as it shall determine advisable in whole or partial consideration for the disposition of any Collateral without the written consent of all best interests of the Qualified Secured Creditors. . (c) The Collateral Agent agrees shall not have any duty or obligation to make such demands and give such notices under the Collateral Documents as may be requested bymanage, and to take such action to enforce the Collateral Documents and to foreclose uponcontrol, collect and use, sell, dispose of or otherwise deal with the Collateral Collateral, or, to otherwise take or refrain from taking any action under, or in connection with, this Agreement, except as expressly provided by the terms of the Collateral Documents as may be directed bythis Agreement or expressly provided in written instructions received pursuant to this Agreement. (d) Except if it is herein otherwise expressly provided that no such request is required, the Required Creditors; provided, however, that the Collateral Agent shall not be required under any obligation to take any action that which is contrary to law or the terms of discretionary with the Collateral Documents Agent or this Agreement. Once a direction otherwise requires judgment to take any action has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding Agent under the provisions of hereof, except on written request by the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified CreditorsAdministrative Agent.

Duties of Collateral Agent. Subject (a) The Collateral Agent upon receipt of a Notice of Event of Default furnished to the Collateral Agent having been directed pursuant to take such action in accordance the provisions of this Intercreditor Agreement shall promptly furnish copies of the same to the Revolver Agent and the Term Loan Agent. (b) The Collateral Agent shall not have any duty or obligation to manage, control, use, sell, dispose of or otherwise deal with the Collateral or to otherwise take or refrain from taking any action under, or in connection with, this Intercreditor Agreement or the Collateral Documents, except, subject to Section 6.7, as expressly provided by the terms and conditions of this AgreementIntercreditor Agreement or the Collateral Documents. The Collateral Agent may take, each Creditor hereby irrevocably authorizes but shall have no obligation to take, any and all such actions under the Collateral Documents or otherwise as it shall deem to be in the best interests of the Secured Parties in order to maintain the Collateral and protect and preserve the Collateral and the rights of the Secured Parties; provided, however, that, except as otherwise expressly provided herein, in the absence of written instructions (which may relate to the exercise of specific remedies or to the exercise of remedies in general) from the Majority Secured Parties the Collateral Agent shall not foreclose on any lien or security interest on the Collateral or exercise any other remedies available to take it under the Collateral Documents with respect to the Collateral or any part thereof. (c) The Collateral Agent shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained herein or in the Collateral Documents. The Collateral Agent makes no representation as to the value or condition of the Collateral or any part thereof, as to the title of any of the Loan Parties to the Collateral, as to the security afforded by this Intercreditor Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Intercreditor Agreement or any other Financing Document, and the Collateral Agent shall incur no liability or responsibility in respect of any such action on matters. The Collateral Agent shall not be required to ascertain or inquire as to the performance by any of the Loan Parties of its behalf obligations under any of the Financing Documents. (d) 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, except as provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent shall have no duty to any of the Loan Parties or any of their Subsidiaries or to the Secured Parties as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such Collateral in its possession substantially the same care as it accords its own assets and the duty to account for monies received by it. (e) The Collateral Agent may execute any of the powers granted under this Intercreditor Agreement or the Collateral Documents and perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for the gross negligence or willful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or willful misconduct as determined by a court of competent jurisdiction. (f) In the event (i) the Collateral Agent shall have received any written request from any of the Loan Parties for consent or approval to any matter relating to any Collateral or such Loan Party’s obligations with respect thereto or (ii) there shall be due from the Collateral Agent under the provisions of the Collateral Documents any performance or the delivery of any instrument, then, in each such event, the Collateral Agent shall send to each of the Secured Parties a notice setting forth in reasonable detail (x) an account of the matter as to which such consent or approval has been requested or the performance or instrument required to be so delivered, as the case may be, and (y) the Collateral Agent’s proposed course of action with respect thereto. No such consent or approval of the Secured Parties shall be required with respect to any action taken in accordance with the provisions of Section 4.2 hereof or with respect to any consent, determination or other instrumentsmatter that is, documents and agreements referred to in the Collateral Documents Agent’s reasonable judgment, ministerial or administrative in nature. (g) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and to exercise such powers under until the Collateral Documents as are specifically delegated Agent shall have received a Notice of Event of Default or a notice from any of the Loan Parties to the Collateral Agent by the terms in its capacity as Collateral Agent indicating that an Event of the Default has occurred. The Collateral Documents Agent shall have no obligation either prior to or after receiving such notice to inquire whether an Event of Default has, in fact, occurred and such other powers as are reasonably incidental theretoshall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it. Subject in all cases to the provisions of Section 11 of this Agreement4.2, the Collateral Agent is hereby irrevocably authorized to may (but shall not be obligated to) take all actions action hereunder on behalf the basis of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition whether or not the Collateral Agent has received any Notice of such Collateral after an Event of Default pursuant to direction given under clause (i) stating that such Event of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action Default has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditorsoccurred.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, the Bank Agent and each Creditor Senior Lender hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents therein and to exercise such powers under the Collateral Documents thereunder as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement13 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors Bank Agent and the Senior Lenders to enforce the rights and remedies of the Collateral Agent, the Bank Agent and the Creditors Senior Lenders provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, Senior Indebtedness; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required CreditorsSenior Lenders, or, if the Collateral Agent shall have received inconsistent written directions from the Required Lenders and the Required Holders or written direction from only one such group and the Collateral Agent shall have notified the Banks and the Noteholders to such effect but shall not have received written direction from the Required Senior Lenders within 30 days of such notice, the Supermajority Lenders, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified CreditorsRequired Lenders and the Required Holders, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case Loan Party as permitted in accordance with the terms of all of the Senior Indebtedness Documents Credit Agreement and the Note Agreement prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreementhereof), and (iii) the Collateral Agent shall not accept any Obligations Senior Indebtedness in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified CreditorsRequired Lenders and the Required Holders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents any portion thereof as may be directed by, the Required CreditorsSenior Lenders, or, if the Collateral Agent shall have received inconsistent written requests or directions from the Required Lenders and the Required Holders or a written request or direction from only one such group and the Collateral Agent shall have notified the Banks and the Noteholders to such effect but has not received a written request or direction from the Required Senior Lenders within 30 days of such notice, the Supermajority Lenders; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors Senior Lenders or the Supermajority Lenders, as applicable, to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required CreditorsSenior Lenders or the Supermajority Lenders, as applicable, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors Senior Lenders pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified CreditorsSenior Lenders.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Creditor Investor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Agreement, the Investor Loan Documents, the Pledged Account Documents, the Collateral Documents and any other instruments, documents and agreements referred to in this Agreement, the Investor Loan Documents, the Pledged Account Documents, the Collateral Documents and to exercise such powers under this Agreement, the Investor Loan Documents, the Pledged Account Documents, and the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of this Agreement, the Investor Loan Documents, the Pledged Account Documents, and the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors Investors to enforce the rights and remedies of the Collateral Agent and the Creditors Investors provided for in this Agreement, the Investor Loan Documents, the Pledged Account Documents, and the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Company Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, including, without limitation, to release the liens and security interests in favor of the Collateral Agent upon receipt of written confirmation from the Required Investors that the conditions for a Permitted Lien Release have been satisfied; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required CreditorsInvestors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified CreditorsInvestors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by to effect a Grantor Permitted Lien Release, and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement4(b)), and (iii) the Collateral Agent shall not accept any Company Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified CreditorsInvestors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required CreditorsInvestors; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors Investors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required CreditorsInvestors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors Investors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified CreditorsInvestors.

Duties of Collateral Agent. Subject to the (a) The Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to shall exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies powers vested in it by this Agreement and, if a Trust Agreement Event of Default has occurred and is continuing, with the Collateral Agent same degree of care and skill in their exercise as a prudent person would exercise or use under the Creditors provided for circumstances in the Collateral Documents or by applicable law with respect to conduct of such person's own affairs. (b) Except during the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, continuance of a Trust Agreement Event of Default: (i) the Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall act solely at and be read into this Agreement against the Collateral Agent; and (ii) in accordance with the written direction absence of bad faith on its part, the Collateral Agent may conclusively rely, as to the truth of the Required Creditorsstatements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement; however, the Collateral Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Agreement and the other Transaction Documents to which the Collateral Agent is a party. (c) The Collateral Agent may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that: (i) this paragraph does not limit the effect of Section 6.01(b); (ii) the Collateral Agent shall not, without the written consent not be liable for any error of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest judgment made in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral good faith by a Grantor and (2) removal of Responsible Officer unless it is proved that the Material Subsidiary (as defined Collateral Agent was negligent in ascertaining the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and pertinent facts; and (iii) the Collateral Agent shall not accept be liable with respect to any Obligations action it takes or omits to take in whole or partial consideration for good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Agreement that in any way relates to the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees is subject to make such demands paragraphs (a), (b) and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose (c) of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the this Section. (e) The Collateral Agent shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Issuer. (f) Money held in trust by the Collateral Agent need not be segregated from other funds except to the extent required to take any action that is contrary to by law or the terms of this Agreement or the Transaction Documents. (g) No provision of this Agreement shall require the Collateral Documents Agent to expend or risk its own funds or otherwise incur 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 to believe that repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) The Collateral Agent shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in this Agreement. Once a direction . (i) Every provision of this Agreement relating to take any action has been given by the Required Creditors conduct or affecting the liability of or affording protection to the Collateral Agent, and Agent shall be subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditorssection.

Duties of Collateral Agent. Subject (a) Prior to the occurrence of a Servicer Default of which a Responsible Officer of the Collateral Agent has knowledge, and following the cure of such Servicer Default, the Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the Applicable Indentures, and no implied duties or covenants shall be read into this Agreement or such Applicable Indentures against the Collateral Agent. If a Responsible Officer of the Collateral Agent has received notice that a Servicer Default has occurred (which has not been cured or waived), 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 the exercise of such rights and powers, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs, provided, however, that if the Collateral Agent shall assume the duties of the Servicer pursuant hereto, the Collateral Agent in performing such duties shall use the degree of skill and attention customarily exercised by a servicer with respect to comparable Contracts that it services for itself or others. (b) In the event that the Collateral Agent shall have knowledge of an Event of Default under this Agreement or any Indenture, as promptly as practicable after, and in any event within 90 days after, the occurrence of such Event of Default, the Collateral Agent shall provide written notice to the Issuer Trustee, the Seller, the Servicer, each Rating Agency, the Credit Enhancers and each Applicable Indenture Trustee of such Event of Default known to the Collateral Agent having Agent, unless such Event of Default shall have been directed cured or waived. Subject to take such action in accordance with the terms of this AgreementAgreement and any Supplement, each Creditor hereby irrevocably authorizes the Collateral Agent to shall take such action on its behalf action, or refrain from taking such action, with respect to any such Event of Default (including with respect to the exercise of any rights or remedies under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents Applicable Indenture) as are specifically delegated to the Collateral Agent shall be instructed in writing by the terms of the Collateral Documents and such other powers as are reasonably incidental theretoControlling Party. Subject to the provisions of this Section 11 12.1 and Section 12.2 hereof, if the Collateral Agent shall not have received instructions as above provided within 20 calendar days after notice of such Event of Default to the Applicable Indenture Trustee, the Collateral Agent may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 12.1, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to any such Event of Default as it shall determine advisable in the best interests of the Secured Parties and shall use the same degree of care and skill in connection therewith as a prudent man would use under the circumstances in the conduct of his own affairs. In the event the Collateral Agent shall at any time foreclose the Lien of this Agreement or otherwise enforce this Agreement, the Collateral Agent is hereby irrevocably authorized to take shall forthwith notify the Indenture Trustees, the Issuer Trustee, each Rating Agency and the Credit Enhancers. For all actions purposes of this Agreement, in the absence of actual knowledge on behalf the part of the Creditors to enforce the rights and remedies a Responsible Officer of the Collateral Agent and the Creditors provided for in Agent, the Collateral Documents Agent shall not be deemed to have knowledge of any Event of Default under this Agreement or any Indenture (other than the failure to pay any amount on a Class A Note when due) unless notified in writing by applicable law with respect to any Indenture Trustee, the liens Issuer Trustee, any Credit Enhancer or one or more Noteholders. (c) The Collateral Agent, upon and security interests in the Collateral granted to secure the Obligations receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or the other rights and remedies granted instruments furnished to the Collateral Agent which are specifically required to be furnished pursuant theretoto any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Collateral Agent shall give prompt written notice to the Issuer Trustee and each Indenture Trustee of any material lack of conformity of any such instrument to the applicable requirements of this Agreement discovered by the Collateral Agent which would entitle a specified percentage of the Holders to take any action pursuant to this Agreement. Notwithstanding the foregoing, the Collateral Agent shall have no obligation to independently calculate, recompute, verify or confirm any information received from the Servicer. (d) No provision of this 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 misconduct; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, : (i) the Collateral Agent shall act solely at and not be personally liable for an error of judgment made in accordance with the written direction good faith by a Responsible Officer or Responsible Officers of the Required CreditorsCollateral Agent, unless it shall be proved that the Collateral Agent was negligent in ascertaining the pertinent facts; (ii) the Collateral Agent shall notnot be personally liable with respect to any action taken, without the written consent of all of the Qualified Creditors, release suffered or terminate omitted to be taken by affirmative action or consent any lien upon or security interest it in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted good faith in accordance with the terms of all direction of the Senior Indebtedness Documents and prior Controlling Party relating to the occurrence time, method and place of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) conducting any proceeding for any remedy available to the extent authorized Collateral Agent, or exercising any trust or power conferred upon the Collateral Agent, under the provisions of the last sentence of Section 12.1 of the Bank Credit this Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and ; and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition be charged with knowledge of any Collateral without failure by the written consent of all Servicer to comply with the obligations of the Qualified Creditors. The Collateral Agent agrees Servicer referred to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose in Section 10.1 or any Event of Default unless a Responsible Officer of the Collateral Agent obtains actual knowledge of such failure or Event of Default or the Collateral Agent receives written notice of such failure from the Servicer, the Issuer Trustee, any Indenture Trustee or any Holders of (or Indenture Trustee on behalf of Holders of) Notes aggregating not less than 10% of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Principal Amount of any Series. (e) The Collateral Agent shall not be required to take expend or risk its own funds or otherwise incur financial liability in the performance of any action of its duties hereunder, or in exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is contrary not reasonably assured to law or the terms it, and none of the provisions contained in this Agreement shall in any event require the Collateral Documents Agent to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement. Once a direction . (f) Except for actions expressly authorized by this Agreement, the Collateral Agent shall take no action reasonably likely to take impair the interests of the Trust in the Trust Assets now existing or hereafter arising or to impair the value of any action Contract in the Contract Pool. (g) If the Seller has been given agreed to transfer any of its Contracts to another Person, upon the written request of Seller, the Collateral Agent will enter into such intercreditor agreements with the transferee of such Contracts as requested by the Required Creditors Seller; provided, that the Seller shall have delivered to the Collateral AgentAgent (i) an Officer's Certificate to the effect that such intercreditor agreements (x) are customary and necessary to identify the rights of the Trust and such other Person, as the case may be, in the Seller's Contracts and subject (y) could not reasonably be expected to adversely affect the interests of the Noteholders and (ii) an Opinion of Counsel on any other directions which may be given from time matters relating to time by the Required Creditorssuch intercreditor agreement, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made reasonably requested by the Collateral Agent, in form and substance satisfactory to the Collateral Agent. (h) Except in accordance with written instructions furnished pursuant to Section 12.1(b), 12.2(e) and 12.12, the assistance and upon Collateral Agent shall have no duty (i) to see to any recording or filing of, or necessary to perfect a security interest in, the advice Trust Assets or any other document, or to see to the maintenance of its counsel. Notwithstanding any such recording or filing, (ii) to see to any insurance, whether or not the provisions Servicer or the Seller shall be in default with respect thereto, (iii) to see to the payment or discharge of any Lien of any kind against any part of the preceding sentenceTrust Assets or (iv) to confirm, verify or inquire into the failure to receive any decision financial statements required to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has be delivered under the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Pooling Agreement, also shall require the unanimous approval of all of the Qualified Creditors.

Duties of Collateral Agent. Subject (a) Collateral Agent is authorized to take all such action as is provided or permitted to be taken by it hereunder or under the Collateral Documents. As to any matters not expressly provided for herein or in written instructions given as expressly provided in the Collateral Documents (including, without limitation, the timing and methods of realization upon the Collateral) Collateral Agent shall act or refrain from acting in accordance with written instructions from the Trustee (acting pursuant to Section 6.05), or in the absence of such instructions, Collateral Agent may refrain from acting; provided that Collateral Agent shall not be obligated to comply with any instructions to the extent that such Agent determines that such instructions are in conflict with any applicable law, regulation or duty (including a duty of confidentiality), or this Indenture or any Collateral Document. Collateral Agent having been may refrain from acting in accordance with any instructions and requests until it has received to its satisfaction: (i) such compensation for its services to be rendered and (ii) such payment and/or indemnity as it may require against the costs, expenses and liabilities to be incurred in complying with the instruction or request. (b) Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the security interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or the Collateral Document by FelCor LP or any of the Grantors. (c) The obligations of Collateral Agent hereunder are only those expressly set forth herein. In any case in which Collateral Agent is authorized, but not otherwise directed pursuant to take such action and in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the to exercise any power or right, Collateral Agent shall may refrain from such exercise unless directed in writing by the Trustee (acting pursuant to Section 6.05) to act solely at and in accordance with the written direction manner specified in such direction. Without limiting the generality of the Required Creditorsforegoing, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required to take any action except as expressly provided in the Collateral Document or this Indenture. (d) Collateral Agent may consult with or otherwise engage legal counsel (who may be counsel for FelCor LP), independent public accountants and other experts selected by it in connection with any matter arising under this Indenture and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. The costs of such legal counsel, independent public accountants and other experts reasonably incurred by them shall be at the cost of FelCor LP. (e) Collateral Agent may act in respect of the Collateral Documents through its personnel and agents. Neither Agent shall be responsible for the negligence or misconduct of any Agent that it selects with due care. (f) Neither Collateral Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Secured Parties or (ii) in accordance with a notice or written instructions received from the Secured Parties pursuant to a provision hereof that permits such a notice or written instructions to be given by the Secured Parties , in each case, in the absence of its own gross negligence or wilful misconduct. Neither Collateral Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Indenture or any Collateral Document; (ii) the performance or observance of any of the covenants or agreements of FelCor LP or any Guarantor; or (iii) the validity, effectiveness or genuineness of this Indenture or any Collateral Document, or any other instrument or writing furnished in connection therewith. Collateral Agent shall not incur any liability by acting in reliance upon any direction, notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Collateral Agent shall be entitled to conclusively rely upon, and shall not be bound to make any investigation into, the facts or matters set forth on any document provided to them hereunder or any Collateral Document, including information provided to it by the trustee, agent or representative of any Additional Pari Passu Indebtedness with respect such indebtedness. Collateral Agent shall not have liability to FelCor LP, any Grantor or any Secured Party for actions taken or omitted to be taken in reliance on such information, except to the extent that such liability arises from such Agent's gross negligence or wilful misconduct. (g) Collateral Agent may resign at any time (effective upon acceptance by a successor Collateral Agent of its appointment hereunder) without assigning any reason therefor by giving written notice thereof to all Secured Parties and FelCor LP. Upon any such resignation, the Secured Parties shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Secured Parties, and shall have accepted such appointment, within thirty (30) days after the retiring Collateral Agent gives notice of resignation, the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent , which shall be a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least US$250,000,000. If no successor Collateral Agent is appointed within such thirty (30) day period, the retiring Collateral Agent, FelCor LP or the Secured Parties may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. The resigning Collateral Agent shall execute any and all assignments, financing statements, amendments and any other documents reasonably necessary to fully vest such successor Collateral Agent with all of its rights in and to the Collateral. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation hereunder as Collateral Agent, the provisions of this Section 12.11 and Article 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent, as the case may be. (h) FelCor LP shall pay to Collateral Agent for its own account fees in the amounts and at the times previously agreed upon between FelCor LP and such Agent. (i) Notwithstanding the other provisions herein, Collateral Agent may refuse to act on any notice, direction or instruction from the Secured Parties which, in such Agent's opinion, (i) is contrary to law or the terms provisions of this Indenture or (ii) may expose such Agent to liability (unless such Agent shall have been provided indemnity and/or security to its satisfaction for such liability by the Secured Parties giving such notice, direction or instruction). (j) Collateral Agent shall hold the benefit of all Collateral under the Collateral Documents as, and for purposes of enforcing the provisions of the Collateral Documents, all rights and claims under the Collateral Documents shall be vested in it as, trustee for the Secured Parties, as is hereby acknowledged by parties hereto. (k) Each of FelCor LP and the Grantors covenants with Collateral Agent that it will comply with and perform and observe all the provisions of the Collateral Documents to which it is a party and which are expressed to be binding on it. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default unless Collateral Agent has actually received written notice in accordance with Section 10.2 from a Secured Party or FelCor LP referring to this Agreement. Once Indenture, describing such Event of Default and stating that such notice is a direction “notice of default.” Notwithstanding such notification of any Event of Default, Collateral Agent is not required to take any action has been given by until it receives a written direction from the Required Creditors requisite Secured Parties directing Collateral Agent to commence and pursue the Collateral Agentexercise of remedies. (l) FelCor LP, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (accordance with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of Section 7.07, shall indemnify Collateral Agent and its officers, directors, employees, representatives and agents and save them harmless from and against all Claims and Losses as a result of or in connection with (a) their appointment or involvement hereunder or the preceding sentence, exercise of any decision to settle, compromise of their powers or dismiss duties hereunder or the taking of any legal proceeding, acts in accordance with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this AgreementIndenture or its usual practice; (b) this Indenture or the Collateral Documents, also (c) any instruction or other direction upon which such Agent may rely under this Indenture or the Collateral Documents or (d) the application of any Environmental Law to any Collateral; provided that this indemnity shall require not apply in respect of an Indemnified Party to the unanimous approval extent but only to the extent that any such Losses incurred or suffered by or brought against such Indemnified Party arise directly from the wilful misconduct or gross negligence of all such Indemnified Party. This indemnity shall survive the termination or expiry of this Indenture or the resignation or removal of Collateral Agent. (m) In the event that Collateral Agent is required to acquire title to an asset, or take any managerial action of any kind in regard thereto, in order to perform any obligation under any Collateral Document, which in Collateral Agent's sole determination may cause Collateral Agent to incur potential liability under any Environmental Law, Collateral Agent reserves the right, instead of taking such action, to either resign as Collateral Agent or arrange for transfer of the Qualified Creditorstitle or control of the asset to a court-appointed receiver. (n) If any sum received by Collateral Agent, including any sum received as proceeds from the enforcement of the Collateral (a “Sum”), must be converted from the currency in which that Sum is paid (the “First Currency”) into another currency in which that Sum is due or as requested by a Secured Party (the “Second Currency”), then FelCor LP and the Grantors shall, as an independent obligation, within five (5) Business Days after demand, indemnify Collateral Agent, on a joint and several basis against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between the rate of exchange used to convert that Sum from the First Currency into the Second Currency. (o) Notwithstanding anything in this Indenture or any of the Collateral Documents to the contrary, in no event shall the Collateral Agent or any officer, director, employee, representative or agent of the Collateral Agent be liable under or in connection with this Indenture or any of the Collateral Documents for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits or loss of opportunity, whether or not foreseeable, even if the Collateral Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

Duties of Collateral Agent. Subject to the (a) The Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents shall have and any other instruments, documents and agreements referred to in the Collateral Documents and to may exercise such powers under the Collateral Documents Security Agreement as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents hereof and thereof, together with such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the The Collateral Agent shall not accept have any Obligations in whole implied duties or partial consideration for any obligations to take any action under the disposition of any Collateral without the written consent of all of the Qualified Creditors. Security Agreement. (b) The Collateral Agent agrees shall be required to make such demands act or to refrain from acting (and give such notices under shall be fully protected in so acting or refraining from acting) upon the Collateral Documents as may be requested bywritten instructions, and to take such action to enforce the Collateral Documents and to foreclose uponfurnishing of a deposit in accordance with Section 6.06 hereof, collect and dispose of the Collateral or of Required Holders and such instructions shall be binding upon all the Collateral Documents as may be directed by, the Required CreditorsHolders; provided, however, provided that the Collateral Agent shall not be required to take any action that which the Collateral Agent in good faith believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to law applicable law. (c) Absent written instructions from Required Holders to the contrary at a time when an Event of Default shall have occurred and be continuing, the Collateral Agent may take, but shall have no obligation to take, any and all actions under the Security Agreement or otherwise as it shall deem to be in the best interests of the Holders. (d) The relationship between the Collateral Agent and the Holders is and shall be only to the extent explicitly provided for herein that of agent and principal and nothing herein contained shall be construed to impose on the Collateral Agent duties and obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, neither the Collateral Agent nor any of its employees, partners or agents shall (i) be responsible to the Holders for any recitals, representations or warranties contained in, or for the execution, validity, genuineness, perfection, effectiveness or enforceability of, the Security Agreement (it being expressly understood that any determination of the foregoing is the responsibility of the Issuer), (ii) be responsible to the Holders for the validity, genuineness, perfection, effectiveness, enforceability, existence, value or enforcement of any security interest in the Collateral (it being expressly understood that any determination of the foregoing is the responsibility of each Holder), (iii) be under any duty to inquire into or pass upon any of the foregoing matters, or to make any inquiry concerning the performance by any Person of its or their obligations under the Security Agreement (it being expressly understood that any determination of the foregoing is the responsibility of the Issuer), (iv) be deemed to have knowledge of the occurrence of an Event of Default, unless it shall have received written notice thereof from either a Holder or the terms Issuer, (v) be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral Documents wherever the same may be located regardless of the cause thereof unless the same shall happen solely through the gross negligence or this Agreement. Once willful misconduct of the Collateral Agent as shall have been determined in a direction final nonappealable judgment of a court of competent jurisdiction, (vi) have any liability for any error or omission or action or failure to take act of any kind made in the settlement, collection or payment in connection with the Security Agreement or any of the Collateral or any instrument received in payment therefor or for any damage resulting therefrom other than as a sole result of its own gross negligence or willful misconduct as shall have been determined in a final nonappealable judgment of a court of competent jurisdiction, and (vii) in any event, be liable as such for any action has taken or omitted by it, absent, in each case described in this Section, its gross negligence or willful misconduct as shall have been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner determined in which any such action is to be implemented and conducted (with the exception a final nonappealable judgment of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice a court of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditorscompetent jurisdiction.

Duties of Collateral Agent. Subject (a) The Secured Party, in its capacity as Collateral Agent or otherwise, upon receipt of a Notice of Actionable Default furnished to the Secured Party, in its capacity as Collateral Agent or otherwise, pursuant to the provisions of this Agreement shall promptly furnish copies of the same to all holders of the Obligations. (b) In the event that the Secured Party, in its capacity as Collateral Agent or otherwise, shall receive any material notice from any Creditor or from any of the Credit Parties, the Secured Party, in its capacity as Collateral Agent or otherwise, shall promptly furnish copies of the same to all holders of the Obligations. (c) The Collateral Agent shall not have any duty or obligation to manage, control, use, sell, dispose of or otherwise deal with the Collateral, or, to otherwise take or refrain from taking any action under, or in connection with, this Agreement or the Security Documents, except, subject to Section 5.9, as expressly provided by the terms and conditions of this Agreement or the Security Documents, or expressly provided in written instructions received pursuant to the terms of this Agreement or the Security Documents. The Collateral Agent may take, but shall have no obligation to take, any and all such actions under the Security Documents or any of them or otherwise as it shall deem to be in the best interests of the Noteholders in order to maintain the Collateral and protect and preserve the Collateral and the rights of the Noteholders; provided, however, that, except as otherwise expressly provided herein, in the absence of written instructions (which may relate to the exercise of specific remedies or to the exercise of remedies in general) from the Majority Creditors the Collateral Agent shall not foreclose on any lien or security interest on the Collateral or exercise any other remedies available to it under any Security Documents with respect to the Collateral or any part thereof. (d) The Collateral Agent having shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained herein or in any other Security Document. The Collateral Agent makes no representation as to the value or condition of the Collateral or any part thereof, as to the title of any of the Credit Parties or any of their Subsidiaries to the Collateral, as to the security afforded by this Agreement or any Security Document or, as to the validity, execution, enforceability, legality, priority, perfection or sufficiency of this Agreement or any other Credit Document, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be required to ascertain or inquire as to the performance by any of the Credit Parties or any of their Subsidiaries. (e) 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, except as provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent shall have no duty to any of the Credit Parties or any of their Subsidiaries or to the Noteholders as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords its own assets and the duty to account for monies received by it. (f) The Collateral Agent may execute any of the powers granted under this Agreement or any of the Security Documents and perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for the negligence or wilful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or wilful misconduct. (g) In the event (i) the Collateral Agent shall have received any written request from any of the Credit Parties for consent or approval to any matter or thing relating to any Collateral or the Credit Party’s obligations with respect thereto or (ii) there shall be due from the Collateral Agent under the provisions of any Security Document any performance or the delivery of any instrument, then, in each such event, the Collateral Agent shall send to each of the Noteholders a notice setting forth, in reasonable detail, (x) an account of the matter or thing as to which such consent has been directed requested or the performance or instrument required to take be so delivered, as the case may be, (y) the Collateral Agent’s proposed course of action with respect thereto and (z) reference to this Section 5.1(g) and that a failure to respond to such notice shall be deemed a consent to the Collateral Agent’s proposed course of action. In the event the Collateral Agent shall not have received a response from any Noteholder within ten (10) business days after the giving of such notice, such Noteholder shall be deemed to have agreed to the course of action proposed by the Collateral Agent. No such consent of the Noteholder shall be required with respect to any action taken in accordance with the terms provisions of Section 4.2 hereof or with respect to any consent, determination or other matter that is, in the Collateral Agent’s reasonable judgment, ministerial or administrative in nature. (h) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Actionable Default unless and until the Secured Party, in its capacity as Collateral Agent or otherwise, shall have received a Notice of Actionable Default or a notice from any of the Credit Parties to the Secured Party indicating that an Actionable Default has occurred. The Collateral Agent shall have no obligation either prior to or after receiving such notice to inquire whether an Actionable Default has, in fact, occurred or is continuing and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it until such time as the Collateral Agent has received a similar notice to the contrary. The Collateral Agent may (but shall not be obligated to) take action hereunder on the basis of an Actionable Default of the type specified in Section 9.1(g) or (h) of the Credit Agreement, or Section 11(g) or (h) of the Note Purchase Agreements (each as in effect on the date of this Agreement, each Creditor hereby irrevocably authorizes ) whether or not the Collateral Agent to take has received any Notice of Actionable Default stating that such Actionable Default has occurred, provided that any such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to taken by the Collateral Agent by without direction from the terms Majority Creditors shall be limited to actions that the Collateral Agent determines to be necessary to protect and preserve the Collateral and the rights of the Noteholders, provided, further, that the Collateral Documents and such other powers as are reasonably incidental thereto. Subject Agent shall promptly notify all Noteholders in writing of any action taken without direction from the Majority Creditors. (i) Upon receipt of a Notice of Actionable Default pursuant to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized shall, at the request of any Noteholder, schedule a meeting of all Noteholders to take all actions on behalf be held at the offices of the Creditors Secured Party, or another mutually convenient place, to enforce discuss the exercise of rights and remedies of under the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Security Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent provided that any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as Noteholder may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditorsparticipate via telephone.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms (a) If an Event of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents Default has occurred and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreementis continuing, the Collateral Agent shall exercise its rights and powers and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) If an Event of Default has occurred and is hereby irrevocably authorized to take all actions on behalf continuing, the Holders of a majority in interest of the Creditors to enforce principal amount of the rights and remedies of Notes may remove the Collateral Agent and appoint a substitute Collateral Agent. (c) Except during the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence continuance of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause : (i) of The Collateral Agent need perform only those duties that are specifically set forth in this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V no others. No implied covenants or obligations shall be read into this Agreement against the Collateral Agent. (ii) In the absence of the NY Life Note Purchase Agreement)bad faith on its part, and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for may conclusively rely, as to the disposition of any Collateral without the written consent of all truth of the Qualified Creditorsstatements and the correctness of the opinions expressed therein, upon certificates, reports, statements, documents or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; providedAgent, however, that shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Agreement. (d) The Collateral Agent may not be relieved from liability for its own gross negligent action, its own negligent failure to act, or its own willful misconduct in each case, as finally adjudicated by a court of law, except that: (i) This paragraph does not limit the effect of paragraph (c) of this Section. (ii) The Collateral Agent shall not be required liable for any error of judgment made in good faith by, unless it is proved that the Collateral Agent was negligent in ascertaining the pertinent facts. (iii) The Collateral Agent shall not be liable with respect to any action it takes or omits to take any action that is contrary in good faith in accordance with a direction received by it pursuant to law or the terms Sections 6.06 and 6.07 of the Collateral Documents or this Agreement. Once a direction to take . (e) Every provision of this Agreement that in any action has been given by the Required Creditors way relates to the Collateral Agent, and Agent is subject to paragraphs (a), (c) and (d) of this Section. (f) The Collateral Agent may refuse to perform any other directions which may duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. No provision of this Agreement shall require Collateral Agent to expend or risk its own funds or incur an liability. (g) The Collateral Agent shall not be given from time to time liable for interest on any money received by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (it except as otherwise agreed with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified CreditorsCompany.