Common use of Duty of Collateral Agent Clause in Contracts

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Creditor nor any of their respective agents, employees, stockholders, directors and officers shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s and the other Secured Creditors’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its agents, employees, stockholders, directors and officers shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own accountaccount and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, in each case, as determined by a final and non-appealable judgment in a court of competent jurisdiction in a final and non–appealable decisionjurisdiction. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Secured Obligations, or to take any steps necessary to preserve any rights against the Pledgor any Grantor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The PledgorEach Grantor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor Party to proceed against the Pledgor any Grantor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor Party now has or may hereafter have against the Pledgor and each Grantor, any Grantor or other Person.

Duty of Collateral Agent. The To the extent permitted by law, the Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither None of the Collateral Agent, any other Secured Creditor nor Party or any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or willful misconductmisconduct or that of their directors, as determined by a court of competent jurisdiction in a final and non–appealable decisionofficers, employees or agents. To the fullest extent permitted by applicable lawIn addition, the Collateral Agent shall not be under no duty whatsoever to make liable or give responsible for any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, loss or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative damage to any Collateral, whether or not it has for any diminution in the value thereof, by reason of the act or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect omission of any and all Collateralwarehousemen, and waives any right to require carrier, forwarding agency, consignee or other bailee if such Person has been selected by the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other PersonAgent.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own respective gross negligence negligence, bad faith or willful misconduct, or material breach of this Security Agreement, as determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction. The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in a final and non–appealable decision. To the fullest extent permitted by applicable lawconnection therewith, nor shall the Collateral Agent shall be under no duty whatsoever to make responsible or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, liable to the extent permitted by applicable law, waives Lenders for any right failure to monitor or maintain any portion of marshaling in respect of any and all the Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Applicable UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers. The Collateral Agent shall not be responsible for the existence, and neither it nor genuineness or value of any of its agentsthe Collateral or for the validity, employeesperfection, stockholderspriority or enforceability of the Liens in any of the Collateral, directors and officers shall be responsible to the Pledgor for whether impaired by operation of law or by reason of any act action or failure omission to act on its part hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable lawsuch action or omission constitutes gross negligence, waives bad faith or willful misconduct on the part of the Collateral Agent, for the validity or sufficiency of the Collateral or any right agreement or assignment contained therein, for the validity of marshaling in respect the title of any and all the Company to the Collateral, and waives any right to require for insuring the Collateral Agent or any other Secured Creditor to proceed against for the Pledgor payment of taxes, charges, assessments or any other Person, exhaust any Liens upon the Collateral or enforce any other remedy which otherwise as to the Collateral Agent or any other Secured Creditor now has or may hereafter have against maintenance of the Pledgor and any other PersonCollateral.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own respective gross negligence negligence, bad faith or willful misconduct, or material breach of any Credit Document, as determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction. The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in a final and non–appealable decision. To the fullest extent permitted by applicable lawconnection therewith, nor shall the Collateral Agent shall be under no duty whatsoever to make responsible or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, liable to the extent permitted by applicable law, waives Lenders for any right failure to monitor or maintain any portion of marshaling in respect of any and all the Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC Code or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither Except as expressly required by the Code, none of the Collateral Agent, Agent or any other Secured Creditor Lender nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Borrower or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Lenders hereunder are solely to protect the Collateral Agent’s 's and the other Secured Creditors’ Lenders' interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Lender to exercise any such powers. The Collateral Agent and the Lenders shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor Borrower for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. Notwithstanding the foregoing, as determined by a court of competent jurisdiction in a final and non–appealable decision. To neither the fullest extent permitted by applicable lawBorrower, the Collateral Agent nor any Lender shall be under no duty whatsoever to make liable for any special, indirect, consequential or give any presentmentpunitive damages, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not even if it has or is deemed to have knowledge been advised of the possibility of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Persondamages.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the NY UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent, any other Secured Creditor nor any of their respective agents, employees, stockholders, directors and officers Agent accords its own property. The Collateral Agent shall not be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its agents, employees, stockholders, directors and officers shall not be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their its own gross negligence negligence, bad faith or willful misconduct, misconduct or reckless disregard of its duties hereunder (as determined by a final, non-appealable judgment of a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make jurisdiction) or give any presentment, notice material breach of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral this Agreement or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other PersonLoan Documents.

Duty of Collateral Agent. The Collateral Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s 's and the other Secured Creditors’ Parties' interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. The Grantors and each Secured Party, as determined by a court acceptance of competent jurisdiction the benefits hereof, agrees that references to the Trustee in a final and non–appealable decision. To Article XIII of the fullest extent permitted by applicable law, Indenture shall be understood to include the Collateral Agent shall be when acting under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or this Agreement and the other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all CollateralAgreements, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Personthat said Sections are hereby incorporated herein in their entirety, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personmutatis mutandis.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own respective gross negligence or willful misconduct, misconduct as determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction. The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in a final and non–appealable decision. To the fullest extent permitted by applicable lawconnection therewith, nor shall the Collateral Agent shall be under no duty whatsoever to make responsible or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, liable to the extent permitted by applicable law, waives Secured Parties for any right failure to monitor or maintain any portion of marshaling in respect of any and all the Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC Code or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither Except as expressly required by the Code, none of the Collateral Agent, Agent or any other Secured Creditor Lender nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Lenders hereunder are solely to protect the Collateral Agent’s 's and the other Secured Creditors’ Lenders' interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Lender to exercise any such powers. The Collateral Agent and the Lenders shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. Notwithstanding the foregoing, as determined by a court of competent jurisdiction in a final and non–appealable decision. To neither the fullest extent permitted by applicable lawGrantor, the Collateral Agent nor any Lender shall be under no duty whatsoever to make liable for any special, indirect, consequential or give any presentmentpunitive damages, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not even if it has or is deemed to have knowledge been advised of the possibility of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Persondamages.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own respective gross negligence or willful misconduct, misconduct as determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction. The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Grantor in a final and non–appealable decision. To the fullest extent permitted by applicable lawconnection therewith, nor shall the Collateral Agent shall be under no duty whatsoever to make responsible or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, liable to the extent permitted by applicable law, waives Secured Parties for any right failure to monitor or maintain any portion of marshaling in respect of any and all the Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own accountaccount (which shall in no event be less than commercially reasonable custody, safekeeping and physical preservation) and the Collateral Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any agent selected by the Collateral Agent in good faith. Neither the Collateral Agent, Agent nor any other Secured Creditor Party nor any of their respective agentsofficers, directors, partners, employees, stockholdersagents, directors attorneys and officers other advisors, attorneys-in-fact or affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent will have no additional duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. The powers conferred on the Collateral Agent Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, directors, partners, employees, stockholdersagents, directors attorneys and officers other advisors, attorneys-in-fact or affiliates shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted directly from their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, directors, employees, stockholders, directors and officers attorneys in fact or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Debtor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Debtor for any act or failure to act hereunder, except for their own respective gross negligence or willful misconduct, gross misconduct as determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction. The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s lien thereon, or any certificate prepared by the Debtor in a final and non–appealable decision. To the fullest extent permitted by applicable lawconnection therewith, nor shall the Collateral Agent shall be under no duty whatsoever to make responsible or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, liable to the extent permitted by applicable law, waives Secured Parties for any right failure to monitor or maintain any portion of marshaling in respect of any and all the Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The provisions of the Indenture are herein incorporated by reference and shall be applicable to the rights, obligations, privileges, protections, immunities and benefits given to the Collateral Agent hereunder, including without limitation its right to be compensated, reimbursed, and indemnified, and are extended to, and shall be enforceable by, each agent, custodian and other person employed to act on behalf of the Collateral Agent hereunder. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. Neither the Collateral Agent, Agent nor any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a final and non-appealable judgment of a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personjurisdiction.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its their possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, nor any other Secured Creditor Party nor any of their respective agentsofficers, directors, partners, employees, stockholdersagents, directors attorneys and officers other advisors, attorneys-in-fact or affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it the Collateral Agent, any Secured Party nor any of its agentstheir respective officers, directors, partners, employees, stockholdersagents, directors attorneys and officers other advisors, attorneys-in-fact or affiliates shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their to the extent that any such act or failure is found by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from such Person’s own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The To the extent permitted by law, the Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the other Secured Parties shall have responsibility for, without limitation, (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. None of the Administrative Agent, the Collateral Agent, any other Secured Creditor nor Party or any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. The powers conferred on the Administrative Agent, the Collateral Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s, the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent, the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Administrative Agent, the Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct or that of their directors, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable lawofficers, the Collateral Agent shall be under no duty whatsoever to make employees or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personagents.

Duty of Collateral Agent. The To the extent permitted by law, the Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the other Secured Parties shall have responsibility for, without limitation, (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. None of the Administrative Agent, the Collateral Agent, any other Secured Creditor nor Party or any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Security Agreement and its duties hereunder, upon advice of counsel selected by it. The powers conferred on the Administrative Agent, the Collateral Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s, the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent, the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Administrative Agent, the Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct or that of their directors, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable lawofficers, the Collateral Agent shall be under no duty whatsoever to make employees or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personagents.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property Property for its own account, and the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agents, employees, stockholders, directors and officers Related Parties shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agents, employees, stockholders, directors and officers their Related Parties shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Secured Obligations, or to take any steps necessary to preserve any rights against the Pledgor any Grantor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The PledgorEach Grantor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor Party to proceed against the Pledgor any Grantor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor Party now has or may hereafter have against the Pledgor and any Grantor or other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property Property for its own accountaccount and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither the Collateral Agent, any other Secured Guaranteed Creditor nor any of their respective agents, employees, stockholders, directors and officers Related Parties shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Obligor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Guaranteed Creditors hereunder are solely to protect the Collateral Agent’s and the other Secured Guaranteed Creditors’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Guaranteed Creditor to exercise any such powers. The Collateral Agent and the Guaranteed Creditors shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agents, employees, stockholders, directors and officers their Related Parties shall be responsible to the Pledgor any Obligor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes ObligationsObligations (except any notice or demand that is expressly required under this Agreement or any other Loan Document), or to take any steps necessary to preserve any rights against the Pledgor any Obligor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The PledgorEach Obligor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Guaranteed Creditor to proceed against the Pledgor any Obligor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Guaranteed Creditor now has or may hereafter have against the Pledgor and any Obligor or other Person.

Duty of Collateral Agent. Without limiting any of the rights of the Collateral Agent hereunder, the Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9- 207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property in its capacity as an indenture trustee, taking into account whether an Event of Default has occurred and it is continuing. The Collateral Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, Agent nor any other Secured Creditor Securityholder nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s and the other Secured Creditors’ 's interests in the Collateral for the benefit of the Securityholders and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Securityholder to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, directors, employees, stockholders, directors and officers attorneys in fact or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor either Debtor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor either Debtor for any act or failure to act hereunder, except for their own respective gross negligence or willful misconduct, gross misconduct as determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction. The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s lien thereon, or any certificate prepared by the Debtor in a final and non–appealable decision. To the fullest extent permitted by applicable lawconnection therewith, nor shall the Collateral Agent shall be under no duty whatsoever to make responsible or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, liable to the extent permitted by applicable law, waives Secured Parties for any right failure to monitor or maintain any portion of marshaling in respect of any and all the Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own accountaccount and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor any Grantor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The PledgorEach Grantor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor Party to proceed against the Pledgor any Grantor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor Party now has or may hereafter have against the Pledgor and each Grantor, any Grantor or other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. The Grantors and each Secured Party, as determined by a court acceptance of competent jurisdiction the benefits hereof, agrees that references to the Trustee in a final Sections 7.01(b), (e) and non–appealable decision. To (f), 7.02, 7.03, 7.04, 7.07 and 7.08 of the fullest extent permitted by applicable law, Indenture shall be understood to include the Collateral Agent shall be when acting under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or this Agreement and the other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all CollateralAgreements, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Personthat said Sections are hereby incorporated herein in their entirety, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personmutatis mutandis.

Duty of Collateral Agent. The Collateral Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s 's and the other Secured Creditors’ Parties' interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. The Grantors and each Secured Party, as determined by a court acceptance of competent jurisdiction the benefits hereof, agrees that references to the Trustee in a final and non–appealable decision. To the fullest extent permitted by applicable law, Indenture shall be understood to include the Collateral Agent shall be when acting under no duty whatsoever to make or give any presentmentthis Agreement, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or the First Lien Intercreditor Agreement and the other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all CollateralSecurity Documents, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Personthat such provisions are hereby incorporated herein in their entirety, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personmutatis mutandis.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the NY UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for the safe custody of any Collateral in its possession and for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the The Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to exercised reasonable care in the extent permitted by applicable law, waives any right of marshaling in respect custody and preservation of any and all Collateral, and waives any right Collateral in its possession if such Collateral is accorded treatment substantially equal to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy that which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personit accords its own property.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own accountaccount (which shall in no event be less than commercially reasonable custody, safekeeping and physical preservation) and the Collateral Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any agent selected by the Collateral Agent in good faith. Neither the Collateral Agent, Agent nor any other Secured Creditor nor any of their respective agentsofficers, directors, partners, employees, stockholdersagents, directors attorneys and officers other advisors, attorneys-in-fact or affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or or, subject to the other obligations expressly set forth herein, to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent will have no additional duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s and the other Secured Creditors’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its agentsofficers, directors, partners, employees, stockholdersagents, directors attorneys and officers other advisors, attorneys-in-fact or affiliates shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence to the extent that any such act or willful misconduct, as determined failure to act is found by a final and nonappealable decision of a court of competent jurisdiction in a final and non–appealable decision. To to have resulted from the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make gross negligence or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of accelerationwillful misconduct of, or other notice or demand in connection with material breach of agreement by, any Collateral or of the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personforegoing.

Duty of Collateral Agent. The Without limiting any of the rights of the Collateral Agent hereunder, the Collateral Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property in its capacity as an indenture trustee, taking into account whether an Event of Default has occurred and it is continuing. The Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, Agent nor any other Secured Creditor Securityholder nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s and the other Secured Creditors’ 's interests in the Collateral for the benefit of the Securityholders and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Securityholder to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property Property for its own accountaccount and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither the Collateral Agent, any other Secured Guaranteed Creditor nor any of their respective agents, employees, stockholders, directors and officers Related Parties shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Obligor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Guaranteed Creditors hereunder are solely to protect the Collateral Agent’s and the other Secured Guaranteed Creditors’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Guaranteed Creditor to exercise any such powers. The Collateral Agent and the Guaranteed Creditors shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agents, employees, stockholders, directors and officers their Related Parties shall be responsible to the Pledgor any Obligor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes ObligationsObligations (except any notice or demand that is expressly required under this Agreement or any other Guaranteed Document), or to take any steps necessary to preserve any rights against the Pledgor any Obligor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The PledgorEach Obligor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Guaranteed Creditor to proceed against the Pledgor any Obligor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Guaranteed Creditor now has or may hereafter have against the Pledgor and any Obligor or other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 9.207 of the Texas UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own accountaccount and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholdersemployees or agents (collectively, directors and officers the “Indemnitees”) shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own Notwithstanding the sole or concurrent negligence of every kind or character whatsoever, whether active or passive, whether an affirmative act or an omission, including without limitation, all types of negligent conduct identified in the restatement (second) of torts of one or more of the indemnitees or by reason of strict liability imposed without fault on any one or more of the indemnitees; provided that such exculpation shall not, as to any indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or willful misconduct, as determined by a court misconduct of competent jurisdiction in a final and non–appealable decisionsuch indemnitee. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Secured Obligations, or to take any steps necessary to preserve any rights against the Pledgor any Grantor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The PledgorEach Grantor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor Party to proceed against the Pledgor any Grantor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor Party now has or may hereafter have against the Pledgor and any Grantor or other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the NY UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Second Lien Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Second Lien Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Second Lien Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Second Lien Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Second Lien Secured Parties shall be accountable only for the safe custody of any Collateral in its possession and for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, directors, employees, stockholders, directors and officers attorneys in fact or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Debtor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Debtor for any act or failure to act hereunder, except for their own respective gross negligence or willful misconduct, gross misconduct as determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction. The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s lien thereon, or any certificate prepared by the Company in a final and non–appealable decision. To the fullest extent permitted by applicable lawconnection therewith, nor shall the Collateral Agent shall be under no duty whatsoever to make responsible or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, liable to the extent permitted by applicable law, waives Secured Parties for any right failure to monitor or maintain any portion of marshaling in respect of any and all the Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Revolving Credit Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral in its possession, under Section 9-207 of the UCC Code or otherwise, shall be to deal with it in the same manner as the Revolving Credit Collateral Agent deals with similar property for its own account. Neither None of the Revolving Credit Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Pledged Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of the Pledgor or any other Person or or, except as otherwise provided herein, to take any other action whatsoever with regard to the Pledged Collateral or any part thereof. The powers conferred on the Revolving Credit Collateral Agent and the other Secured Parties hereunder are solely to protect the Revolving Credit Collateral Agent’s and the other Secured CreditorsParties’ interests in the Pledged Collateral and shall not impose any duty upon the Revolving Credit Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Revolving Credit Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor for any act or failure to act hereunder, except as otherwise provided herein or for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the NY UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other First Lien Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other First Lien Secured Parties hereunder are solely to protect the Collateral Agent’s and the other First Lien Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other First Lien Secured Creditor Party to exercise any such powers. The Collateral Agent and the other First Lien Secured Parties shall be accountable only for the safe custody of any Collateral in its possession and for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Creditor nor any of their respective agents, employees, stockholders, directors and officers shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s and the other Secured Creditors’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its agents, employees, stockholders, directors and officers shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Secured Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 9‑207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account, and the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither the Collateral Agent, any other Secured Creditor nor any of their respective agents, employees, stockholders, directors and officers shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s and the other Secured Creditors’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its agents, employees, stockholders, directors and officers shall be responsible to the Pledgor any Grantors for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final and non–-appealable decision. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Secured Obligations, or to take any steps necessary to preserve any rights against the Pledgor any Grantor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The PledgorEach Grantor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor any Grantor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor each Grantor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own respective gross negligence or willful misconduct, misconduct as determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction. The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in a final and non–appealable decision. To the fullest extent permitted by applicable lawconnection therewith, nor shall the Collateral Agent shall be under no duty whatsoever to make responsible or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, liable to the extent permitted by applicable lawLenders for any failure to monitor or maintain any portion of the Collateral. National Vision Holdings, waives any right Inc. has requested confidential treatment of marshaling in respect this registration statement and associated correspondence pursuant to Rule 83 of any the Securities and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other PersonExchange Commission.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC Uniform Commercial Code or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or willful misconduct, misconduct as determined by in a final non-appealable judgment of a court of competent jurisdiction in a final (and non–appealable decision. To each Grantor waives all claims, damages and demands against the Collateral Agent or the other Secured Parties arising from such acts or failure to act to the fullest extent permitted by applicable law, ). No Secured Party shall have any right individually to realize upon any of the Collateral Agent shall or to enforce any guarantee of the Obligations (except to the extent expressly contemplated by Section 11.8(b) of the Credit Agreement), it being understood and agreed that all powers, rights and remedies under the Loan Documents may be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of accelerationexercised solely by the Collateral Agent, or other notice or demand the Administrative Agent, as applicable, on behalf of the Secured Parties in connection accordance with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateralterms thereof. Each Secured Party, whether or not it has or is deemed a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the guarantees of the Obligations provided hereunder and under any other Loan Documents, to have knowledge of such matters. The Pledgor, agreed to the extent permitted by applicable lawforegoing provisions of this Agreement. Without limiting the generality of the foregoing, waives any right of marshaling in respect of any and all Collateral, and waives any right to require each Secured Party authorizes the Collateral Agent or any other Secured Creditor Administrative Agent to proceed against the Pledgor credit bid all or any other Person, exhaust any Collateral or enforce any other remedy which part of the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other PersonObligations held by it.

Duty of Collateral Agent. The Collateral Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-9- 207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s 's and the other Secured Creditors’ Parties' interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, the The Collateral Agent shall be will act in good faith towards each of the Holder Representatives in carrying out its duties and responsibilities under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor this Agreement and any other PersonShared Collateral Security Document, including executing and delivering any documents reasonably requested to be so executed and delivered pursuant to either Indenture.

Duty of Collateral Agent. The To the extent permitted by law, the Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the other Secured Parties shall have responsibility for, without limitation, (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. None of the Administrative Agent, the Collateral Agent, any other Secured Creditor nor Party or any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. The powers conferred on the Administrative Agent, the Collateral Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s, the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent, the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Administrative Agent, the Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct or that of their directors, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable lawofficers, the Collateral Agent shall be under no duty whatsoever to make employees or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personagents.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-9 207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. Whenever reference is made in this Agreement to any action by, as determined consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by a court the Collateral Agent or to any election, decision, opinion, acceptance, use of competent jurisdiction judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in a final and non–appealable decision. To the fullest extent permitted by applicable law, all cases the Collateral Agent shall be under no duty whatsoever to make fully justified in failing or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or refusing to take any steps necessary to preserve any rights against such action under this Agreement if it shall not have received such advice or concurrence of the Pledgor or any Required Lenders (acting in accordance with the Term Loan Agreement and other Person or ascertaining or taking action with respect to callsLoan Documents), conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not as it has or deems appropriate. This provision is deemed to have knowledge intended solely for the benefit of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any other Secured Creditor to proceed against the Pledgor rights or benefits on any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personparty hereto.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 9.207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers powers, rights and discretionary duties conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted that applicable law imposes duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it may be commercially reasonable for the Collateral Agent (i) to fail to incur expenses deemed significant by the Collateral Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by applicable law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral Agent shall be under no duty whatsoever is of a specialized nature, (vi) to make contact other Persons, whether or give any presentmentnot in the same business as such Grantor, notice for expressions of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand interest in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor acquiring all or any other Person portion of such Collateral, (vii) to hire one or ascertaining or taking action with respect more professional auctioneers to calls, conversions, exchanges, maturities, tenders or other matters relative to any assist in the disposition of Collateral, whether or not it has the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or is deemed that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to have knowledge dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such matters. The Pledgoras title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent permitted deemed appropriate by applicable lawthe Collateral Agent, waives any right to obtain the services of marshaling in respect of any other brokers, investment bankers, consultants and all Collateral, and waives any right other professionals to require assist the Collateral Agent in the collection or disposition of any other Secured Creditor of the Collateral. Each Grantor acknowledges that the purpose of this Section 7.1 is to proceed against the Pledgor provide non-exhaustive indications of what actions or any other Person, exhaust any Collateral or enforce any other remedy which omissions by the Collateral Agent or any other Secured Creditor now has or may hereafter have be commercially reasonable in the Collateral Agent’s exercise of remedies against the Pledgor Collateral and that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7.1. Without limitation upon the foregoing, nothing contained in this Section 7.1 shall be construed to grant any other Personrights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section 7.1.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own respective gross negligence or willful misconduct, misconduct as determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction. The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in a final and non–appealable decision. To the fullest extent permitted by applicable lawconnection therewith, nor shall the Collateral Agent shall be under no duty whatsoever to make responsible or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, liable to the extent permitted by applicable law, waives Secured Parties for any right failure to monitor or maintain any portion of marshaling in respect of any and all the Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it exercise reasonable care. The Collateral Agent shall be deemed to have exercised reasonable care in the same manner as custody and preservation of any Collateral in its possession if such Collateral is accorded treatment in accordance with the Collateral Agent deals with similar property for its own accountAgent’s standard of care set forth herein and in the Indenture. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own respective gross negligence or willful misconduct, misconduct as determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction. The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Grantor in a final and non–appealable decision. To the fullest extent permitted by applicable lawconnection therewith, nor shall the Collateral Agent shall be under no duty whatsoever to make responsible or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, liable to the extent permitted by applicable law, waives Secured Parties for any right failure to monitor or maintain any portion of marshaling in respect of any and all the Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The applicable provisions of the Second Lien Documents are herein incorporated by reference and shall be applicable to the rights, obligations, privileges, protections, immunities and benefits given to the Collateral Agent hereunder, including without limitation its right to be compensated, reimbursed, and indemnified, and are extended to, and shall be enforceable by, each agent, custodian and other person employed to act on behalf of the Collateral Agent hereunder. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. Neither the Collateral Agent, Agent nor any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a final and non-appealable judgment of a court of competent jurisdiction jurisdiction. In furtherance and not in a final and non–appealable decision. To limitation of the fullest extent permitted by applicable lawforegoing, the Wilmington Trust, National Association hereby agrees to act as Collateral Agent shall be under no duty whatsoever to make or give any presentmentand as defined in the 2018 Indenture upon and in accordance with the express terms and conditions contained therein and the other Senior Secured Convertible Note Documents, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personas applicable.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwisePPSA, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither None of the Collateral Agent, the Trustee, any Holder, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent Agent, the Trustee and the other Secured Parties hereunder are solely to protect the Collateral Agent’s ’s, the Holders’ and the each other Secured Creditors’ Party’s interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor of such Persons to exercise any such powers. The Collateral Agent Agent, the Holders and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. The Grantors and each Secured Party, as determined by a court acceptance of competent jurisdiction the benefits hereof, agrees that references to the Trustee in a final and non–appealable decision. To Article VII of the fullest extent permitted by applicable law, Indenture shall be understood to include the Collateral Agent shall be when acting under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or this Agreement and the other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all CollateralSecurity Documents, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personthat said Article is hereby incorporated herein in its entirety mutatis mutandis.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property Property for its own accountthe account of other customers in similar transactions. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, misconduct (as determined by in a final, non-appealable judgment of a court of competent jurisdiction in a final and non–appealable decisionjurisdiction). To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor any Grantor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The PledgorEach Grantor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor Party to proceed against the Pledgor any Grantor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor Party now has or may hereafter have against the Pledgor and any Grantor or other Person.

Duty of Collateral Agent. The Bank Agent hereby appoints the Collateral Agent to act as collateral agent for the Lenders as set forth herein, and by its purchase of an IBG Note, each IBG Note Holder will be deemed to have appointed the Collateral Agent to act as collateral agent for the IBG Note Holders as set forth herein. Subject to the other provisions hereof, the Collateral Agent hereby acknowledges that it has accepted such appointment. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC Code or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Creditor Party, any Affiliate of any Secured Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor Grantors for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable law, The parties hereto agree that the Collateral Agent, in its capacity as such, shall have all the benefits, rights and indemnification accorded the Bank Agent shall be under no duty whatsoever as set forth in Article VIII of the Credit Agreement to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand the same extent as if the provisions thereof were set forth herein mutatis mutandis (it being understood that nothing in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor this Agreement or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is Loan Document shall be deemed to have knowledge of such matters. The Pledgorobligate the IBG Note Holders to make payments on account of, to the extent permitted by applicable law, waives or create any right of marshaling liability in respect of or recourse to them under, any and all Collateralsuch indemnification provisions, and waives the IBG Note Holders are not parties to any right to require agreement providing any of the Collateral Agent foregoing obligations, liabilities or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personrecourse).

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own accountaccount and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholdersemployees or agents (collectively, directors and officers the “Indemnitees”) shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductNOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, as determined by a court of competent jurisdiction in a final and non–appealable decisionWHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH EXCULPATION SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT TO HAVE RESULTED PRIMARILY FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Secured Obligations, or to take any steps necessary to preserve any rights against the Pledgor any Grantor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The PledgorEach Grantor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor Party to proceed against the Pledgor any Grantor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor Party now has or may hereafter have against the Pledgor and any each Grantor or other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither None of the Collateral Agent, the Trustee, any Holder, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent Agent, the Trustee and the other Secured Party hereunder are solely to protect the Collateral Agent’s ’s, the Holders’ and the each other Secured Creditors’ Party’s interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor of such Persons to exercise any such powers. The Collateral Agent Agent, the Holders and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. The Grantors and each Secured Party, as determined by a court acceptance of competent jurisdiction the benefits hereof, agrees that references to the Trustee in a final and non–appealable decision. To Article VII of the fullest extent permitted by applicable law, Indenture shall be understood to include the Collateral Agent shall be when acting under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or this Agreement and the other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all CollateralSecurity Documents, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personthat said Article is hereby incorporated herein in its entirety mutatis mutandis.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the NY UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral or Mortgaged Property in its possession if such Collateral or Mortgaged Property is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or Mortgaged Property or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or Mortgaged Property upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral Collateral, Mortgaged Property or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder or pursuant to the other Security Documents are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and Mortgaged Property and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunderhereunder or pursuant to the other Security Documents, except for their own gross negligence or willful misconduct, as determined by a court . Beyond the exercise of competent jurisdiction reasonable care in a final and non–appealable decision. To the fullest extent permitted by applicable lawcustody thereof, the Collateral Agent shall be under have no duty whatsoever as to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or Mortgaged Property in its possession or control or in the Notes Obligations, possession or control of any agent or bailee or any income thereon or as to take any steps necessary to preserve any preservation of rights against the Pledgor prior parties or any other Person rights pertaining thereto and the Collateral Agent shall not be responsible for filing any financing or ascertaining continuation statements or taking action recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral or Mortgaged Property. The Collateral Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral or Mortgaged Property, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. The Collateral Agent is hereby authorized to enter into a Collateral Agency Agreement with Corporation Service Company, Bank of America, N.A., as ABL Secured Party and Clean Harbors Environmental Services, Inc. (as amended, restated, supplemented or modified from time to time, the “Collateral Agency Agreement”) for the purpose of engaging Corporation Service Company to act as collateral agent with respect to callsRolling Stock for the benefit of the Collateral Agent. The Collateral Agent shall not be responsible for the existence, conversionsgenuineness or value of any of the Collateral or Mortgaged Property or for the validity, exchangesperfection, maturities, tenders priority or other matters relative to enforceability of the Liens in any Collateralof the Collateral or Mortgaged Property, whether impaired by operation of law or not it has by reason of any of any action or is deemed omission to have knowledge of such matters. The Pledgoract on its part hereunder, except to the extent permitted by applicable lawsuch action or omission constitutes gross negligence, waives bad faith or willful misconduct on the part of the Collateral Agent, for the validity or sufficiency of the Collateral or Mortgaged Property or any right agreement or assignment contained therein, for the validity of marshaling the title of the Company to the Collateral or Mortgaged Property, for insuring the Collateral or Mortgaged Property or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or Mortgaged Property. Notwithstanding anything in this Security Agreement to the contrary and for the avoidance of doubt, the Collateral Agent shall have no duty to act outside of the United States in respect of any and all Collateral, and waives any right to require Collateral located in the Collateral Agent or any jurisdiction other Secured Creditor to proceed against than the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other PersonUnited States.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property Property for its own accountthe account of other customers in similar transactions. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, misconduct (as determined by in a final, non-appealable judgment of a court of competent jurisdiction in a final and non–appealable decisionjurisdiction). To the fullest extent permitted by applicable law, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor Grantor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The PledgorGrantor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor Party to proceed against the Pledgor Grantor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor Party now has or may hereafter have against the Pledgor and any Grantor or other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own accountaccount and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofthereof (except as provided herein). The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable lawLaw, the Collateral Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Secured Obligations, or to take any steps necessary to preserve any rights against the Pledgor Grantor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The PledgorGrantor, to the extent permitted by applicable lawLaw, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor Party to proceed against the Pledgor Grantor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor Party now has or may hereafter have against the Pledgor and any Grantor or other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, directors, employees, stockholders, directors and officers attorneys in fact or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own respective gross negligence or willful misconduct, misconduct as determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction. The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in a final and non–appealable decision. To the fullest extent permitted by applicable lawconnection therewith, nor shall the Collateral Agent shall be under no duty whatsoever to make responsible or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, liable to the extent permitted by applicable law, waives Secured Parties for any right failure to monitor or maintain any portion of marshaling in respect of any and all the Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court . By acceptance of competent jurisdiction in a final the benefits under this Security Agreement and non–appealable decision. To the fullest extent permitted by applicable lawother Collateral Documents, the Collateral Agent shall Equal and Ratable Debt Secured Parties, the Equal and Ratable Debt Agents, the Hedge Banks and the Cash Management Banks will be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge acknowledged and agreed that the provisions of such matters. The Pledgor, this Section 6.2 and Section 7 are intended to induce the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor Parties to proceed against permit such Persons to be Secured Parties under this Security Agreement and certain of the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any Documents and are being relied upon by such other Secured Creditor now has or may hereafter have against the Pledgor and any other PersonParties as consideration therefor.

Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Creditor Party nor any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own respective gross negligence or willful misconduct, misconduct as determined by in a final non-appealable judgment of a court of BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. competent jurisdiction jurisdiction. The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in a final and non–appealable decision. To the fullest extent permitted by applicable lawconnection therewith, nor shall the Collateral Agent shall be under no duty whatsoever to make responsible or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, liable to the extent permitted by applicable law, waives Lenders for any right failure to monitor or maintain any portion of marshaling in respect of any and all the Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Person.

Duty of Collateral Agent. The To the extent permitted by law, the Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the other Secured Parties shall have responsibility for, without limitation, (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral. None of the Administrative Agent, the Collateral Agent, any other Secured Creditor nor Party or any of their respective agentsofficers, employeesdirectors, stockholders, directors and officers employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining to this Security Agreement and its duties hereunder, upon advice of counsel selected by it. The powers conferred on the Administrative Agent, the Collateral Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s, the Collateral Agent’s and the other Secured CreditorsParties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent, the Collateral Agent or any other Secured Creditor Party to exercise any such powers. The Administrative Agent, the Collateral Agent and the other Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither it they nor any of its agentstheir officers, employeesdirectors, stockholders, directors and officers employees or agents shall be responsible to the Pledgor any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct or that of their directors, as determined by a court of competent jurisdiction in a final and non–appealable decision. To the fullest extent permitted by applicable lawofficers, the Collateral Agent shall be under no duty whatsoever to make employees or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Notes Obligations, or to take any steps necessary to preserve any rights against the Pledgor or any other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. The Pledgor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent or any other Secured Creditor to proceed against the Pledgor or any other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Creditor now has or may hereafter have against the Pledgor and any other Personagents.