Common use of Limited Duties and Responsibilities Clause in Contracts

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lenders, and (c) except as expressly set forth in the Security Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (ai) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (bii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required LendersSecured Banks (or such other number or percentage of the Banks as shall be necessary under the relevant circumstances), and (ciii) except as expressly set forth in the Security Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries NNL Company that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) Secured Banks or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents, in either case absent its own gross negligence or wilful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower any Lien Grantor or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewiththerewith other than by it, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. (a) The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (ai) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (bii) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (ciii) except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and shall not or be liable for any failure to disclose, any information relating to the Borrower Parent or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower Agent or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (iA) any statement, warranty or representation made in or in connection with any Security Loan Document, (iiB) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iiiC) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (ivD) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, or (vE) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lenders, and (c) except as expressly set forth in the Security Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (ai) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (bii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required LendersSecured Banks (or such other number or percentage of the Banks as shall be necessary under the relevant circumstances), and (ciii) except as expressly set forth in the Security Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries NNL Company that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) Secured Banks or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents, in either case absent its own gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower any Lien Grantor or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewiththerewith other than by it, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and shall not or be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required Lenders, Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) and (c) except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Restricted Subsidiaries that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral Agent Representative shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent Representative shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, continuing and (b) the Collateral Agent Representative shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent Representative is required in writing to exercise by the Required Lenders, and (c) except as expressly set forth in the Security Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacityHolders. The Collateral Agent Representative shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) Holders or in the absence of its own gross negligence or willful misconduct. The Collateral Agent Representative shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent Representative shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent Representative by the Borrower Company or a Secured Party, and the Collateral Agent Representative shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required Lenders, Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) and (c) except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the any Borrower or any of its Subsidiaries Group Company that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and or shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lenders, and (c) except as expressly set forth in the Security Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries (including any Lien Grantor) that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent None of the Agents shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) none of the Collateral Agent Agents shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) none of the Collateral Agent Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral such Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Security Loan Documents, none of the Collateral Agent Agents shall not have any duty to disclose, and or shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent None of the Agents shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Each Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral such Agent by the Borrower or a Secured PartyLender, and none of the Collateral Agent Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required LendersAgents, and (c) except as expressly set forth in the Security Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) Agents or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower Borrower, any Subsidiary Guarantor, and Agent or a Secured PartyLender, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required LendersSecured Banks (or such other number or percentage of the Banks as shall be necessary under the relevant circumstances, and (c) except as expressly set forth in the Security DocumentsCredit Agreements, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries NNL Company that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) Secured Banks or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security DocumentsDocuments in either case absent its own gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower any Lien Grantor or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewiththerewith other than by it, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinherein. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents hereby that the Collateral Administrative Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law and (c) except as expressly set forth in the Security Documentsherein, the Collateral Administrative Agent shall not have any duty to disclose, and shall not be liable disclose or any liability for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries Affiliates that is communicated to or obtained by the bank serving as Collateral the Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment by a court of competent jurisdiction. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Documentthis Agreement, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewithherewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Documentherein, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Collateral Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (ai) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (bii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Collateral Documents that the Collateral Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02 of the Credit Agreement), and (ciii) except as expressly set forth in the Security Financing Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 10.02 of the Credit Agreement) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction LienSecurity Interest, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Collateral Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (iA) any statement, warranty or representation made in or in connection with any Security Collateral Document, (iiB) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iiiC) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Collateral Document, (ivD) the validity, enforceability, effectiveness or genuineness of any Security Collateral Document or any other agreement, instrument or document, or (vE) the satisfaction of any condition set forth in any Security Collateral Document.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required LendersAdministrative Agent, and (c) except as expressly set forth in the Security Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries UNOVA Company that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) Administrative Agent or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) Section 3.04 the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required Lenders, Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) and (c) Section 3.05 except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the iv)the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents and applicable to the Administrative Agent. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and shall not or be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those 41 expressly set forth therein. Without limiting the generality of the foregoing, (ai) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (bii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lenders, Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02 of the Credit Agreement) and (ciii) except as expressly set forth in the Security Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower Company or any of its Subsidiaries Subsidiary that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 12.02 of the Credit Agreement) or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower Company or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (iA) any statement, warranty or representation made in or in connection with any Security Document, (iiB) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iiiC) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (ivD) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, document or (vE) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent’s duties hereunder and under the other Transaction Documents are solely ministerial and administrative (and shall not be construed to be fiduciary) in nature and the Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinherein and in the other Transaction Documents. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (bi) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights but shall be required to act or refrain from acting (and powers expressly contemplated by the Security Documents shall be fully protected in so acting or refraining from acting) upon receiving Proper Instructions, provided that the Collateral Agent shall not be required to take any action that, in its reasonable opinion or the reasonable opinion of its counsel, may reasonably be expected to expose the Collateral Agent or any of its Affiliates to liability as to which no indemnification reasonably satisfactory to it is required in writing provided or that is contrary to exercise by any Transaction Document or applicable law, (ii) the Required LendersCollateral Agent shall not be subject to any fiduciary or other implied duties, implied covenants or implied obligations pursuant to this Agreement or any other Transaction Document, regardless of whether an Event of Default has occurred and is continuing, (ciii) except as expressly set forth in the Security Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity other than its Collateral Agent capacity, and (iv) the Collateral Agent shall not be required to expend or risk any of its funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder. The Collateral Agent shall not be liable for (i) any action taken or not taken by it in good faith in accordance with Proper Instructions or (ii) any action taken or not taken by it with the consent or at the request of the Required Lenders (Lender or such other number in accordance with this Agreement or percentage any of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) Transaction Documents or in the absence of its own gross negligence or negligence, bad faith, willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for fraudulent actions. Absent actual knowledge, the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to received by the Collateral Agent by from the Borrower or a Secured Partythe Lender, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.into

Limited Duties and Responsibilities. The Collateral Agent None of the Agents shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) none of the Collateral Agent Agents shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) none of the Collateral Agent Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral such Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Security Loan Documents, none of the Collateral Agent Agents shall not have any duty to disclose, and or shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent None of the Agents shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Each Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral such Agent by the Borrower or a Secured PartyLender, and none of the Collateral Agent Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (ai) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (bii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required LendersSecured Parties, and (ciii) except as expressly set forth in the Security Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower Borrowers or any of its their Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) Secured Parties or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower U.S. Borrowers’ Agent or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (iv) any statement, warranty or representation made in or in connection with any Security Document, (iiw) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iiix) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (ivy) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (vz) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent None of the Agents shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Financing Documents. Without limiting the generality of the foregoing, (a) none of the Collateral Agent Agents shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) none of the Collateral Agent Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Financing Documents that the Collateral such Agent is required in writing to exercise by the Required Lenders, Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.05) and (c) except as expressly set forth in the Security Financing Documents, none of the Collateral Agent Agents shall not have any duty to disclose, and or shall not be liable for any failure to disclose, any information relating to the Borrower Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral such Agent or any of its Affiliates affiliates in any capacity. The Collateral Agent None of the Agents shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.05) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Each Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral such Agent by the a Borrower or a Secured PartyLender, and none of the Collateral Agent Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Financing Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Financing Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Financing Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 3 or elsewhere in any Security Financing Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lenders, Secured Banks (or such other number or percentage of the Banks as shall be necessary under the relevant circumstances) and (c) except as expressly set forth in the Security Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries NNL Company that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents, in either case absent its own gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower any Lien Grantor or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewiththerewith other than by it, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lendersholders of a majority of the principal amount of the relevant First Tier Secured Obligations (or if none, each remaining Class of Secured Obligations affected thereby) (or, in either case, such other number or percentage of such holders as may be necessary under the circumstances under the applicable Secured Agreements governing such First Tier Obligations or Class of Secured Obligations, as the case may be), and (c) except as expressly set forth in the Security Documentsherein, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries Qwest Company that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders holders of a majority of the principal amount of the relevant First Tier Secured Obligations (or if none, each remaining Class of Secured Obligations affected thereby)(or, in either case such other number or percentage of the Lenders such holders as shall may be necessary under the circumstances under the applicable Secured Agreements governing such First Tier Obligations or Class of Secured Obligations, as provided in Section 9.02 of the Credit Agreementcase may be) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Collateral Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Collateral Documents that the Collateral Agent is required in writing to exercise by the Required Requisite Lenders, and (c) except as expressly set forth in the Security Collateral Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower Company or any of its Subsidiaries that is communicated to or obtained by the bank institution serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) or in the absence of its own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Collateral Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower Company or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral No Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral no Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral such Agent is required in writing to exercise by the Required Lenders, Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) and (c) except as expressly set forth in the Security Loan Documents, the Collateral no Agent shall not have any duty to disclose, and no Agent shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries DealerTrack Company that is communicated to or obtained by the bank serving as Collateral such Agent or any of its Affiliates in any capacity. The Collateral No Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Each Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral such Agent by Holdings, the Borrower Company or a Secured PartyLender, and the Collateral no Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to the responsibility of the Administrative Agent to confirm receipt of items expressly required to be delivered to it.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required LendersDIP Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.10 of the Amended and Restated DIP Credit Agreement), and (c) except as expressly set forth in the Security Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries Loan Party that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it under this Agreement or with respect to the Collateral with the consent or at the request of the Required DIP Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 10.10 of the Amended and Restated DIP Credit Agreement) or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower any Loan Party or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and shall not or be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence negligence, willful misconduct or willful misconductbreach of contract in bad faith . The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (ai) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (bii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Noteholder Documents that the Collateral Agent is required in writing to exercise by the Required LendersNoteholders, and (ciii) except as expressly set forth in the Security Noteholder Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower Issuer or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders Noteholders (or such other number or percentage of the Lenders Noteholders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit AgreementIndenture) or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower Issuer or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (iA) any statement, warranty or representation made in or in connection with any Security Document, (iiB) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iiiC) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (ivD) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (vE) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required LendersDIP Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.10 of the DIP Credit Agreement), and (c) except as expressly set forth in the Security Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries Loan Party that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it under this Agreement or with respect to the Collateral with the consent or at the request of the Required DIP Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 10.10 of the DIP Credit Agreement) or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower any Loan Party or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin herein. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents hereby that the Collateral Administrative Agent is required in writing to exercise by the Required Lenders, Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) and (c) except as expressly set forth in the Security Documentsherein, the Collateral Administrative Agent shall not have any duty to disclose, and shall not be liable disclose or any liability for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries Cablevisión Group Company that is communicated to or obtained by the bank serving as Collateral the Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Documentthis Agreement, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewithherewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Documentherein, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. 2 The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and shall not or be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence negligence, willful misconduct or willful misconductbreach of contract in bad faith . The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms 75 or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required Lenders, Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) and (c) except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries Marvell Company that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an a Default or Event of Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law and (c) except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the U.S. Borrower or any of its Restricted Subsidiaries that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Collateral Agent by the Administrative Agent, a Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Canadian Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (ai) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (bii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Canadian Security Documents that the Collateral Agent is required in writing to exercise by the Required LendersSecured Parties, and (ciii) except as expressly set forth in the Canadian Security Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower Canadian Borrowers or any of its their Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) Secured Parties or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Canadian Collateral or or, for the validity, perfection, priority, priority or enforceability of any Canadian Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Canadian Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by a Borrower or the Borrower Borrowers’ Agent or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (iv) any statement, warranty or representation made in or in connection with any Canadian Security Document, (iiw) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iiix) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Canadian Security Document, (ivy) the validity, enforceability, effectiveness or genuineness of any Canadian Security Document or any other agreement, instrument or document, or (vz) the satisfaction of any condition set forth in any Canadian Security Document.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Lendersholders of a majority of the principal amount of the relevant First Tier Secured Obligations (or if none, each remaining Class of obligations affected thereby)(or, in either case, such other number or percentage of such holders as may be necessary under the circumstances under the applicable Secured Agreements governing such First Tier Obligations or Class of obligations, as the case may be), and (c) except as expressly set forth in the Security Documentsherein, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries Qwest Company that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders holders of a majority of the principal amount of the relevant First Tier Secured Obligations (or if none, each remaining Class of obligations affected thereby)(or, in either case such other number or percentage of the Lenders such holders as shall may be necessary under the circumstances under the applicable Secured Agreements governing such First Tier Obligations or Class of obligations, as provided in Section 9.02 of the Credit Agreementcase may be) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower a Secured Party or a Outside Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required LendersSecured Banks (or such other number or percentage of the Banks as shall be necessary under the relevant circumstances), and (c) except as expressly set forth in the Security Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries NNL Company that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) Secured Banks or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents, in either case absent its own gross negligence or wilful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower any Lien Grantor or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewiththerewith other than by it, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (ai) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (bii) the Collateral Agent shall not have any duty be required to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers (x) which are expressly contemplated by the Security Documents that the Collateral Agent is required in writing and (y) which it has been instructed to exercise by the Required Lenders, Secured Lenders and (ciii) except as expressly set forth in the Security DocumentsLoan Documents to which it is party, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries NNC Company that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Secured Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents, in either case absent its own gross negligence or wilful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower any Lien Grantor or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewiththerewith other than by it, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin this Agreement and the other Transaction Documents to which it is a party. Without limiting the generality of the foregoing, (ai) the Collateral Agent shall not be subject to any fiduciary or other implied duties, implied covenants or implied obligations pursuant to this Agreement or any other Transaction Document, regardless of whether an Event of Default has occurred and is continuing, (bii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights duties and powers expressly contemplated by the Security Transaction Documents that the Collateral Agent is required in writing to exercise by the Required Lenders, Proper Instructions and (ciii) except as expressly set forth in the Security Transaction Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity other than its Administrator or Escrow Agent capacity. The Collateral Agent shall not be liable for (A) any action taken or not taken in accordance with Proper Instructions or (B) any action taken or not taken by it with the consent or at the request of the Required Lenders (Controlling Party or such other number in accordance with this Agreement or percentage any of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) Transaction Documents or in the absence of its own gross negligence or bad faith, willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, fraudulent actions or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documentsgross negligence. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower Borrower, the Investment Manager or a Secured the Controlling Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (iA) any statement, warranty or representation made in or in connection with any Security Transaction Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, therewith or (iiiB) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Transaction Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Transaction Document or any other agreement, instrument or document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent. The Collateral Agent shall not be responsible for the existence, genuineness or (v) the satisfaction value of any condition set forth in Collateral or for the validity, perfection, priority or enforceability of the Security Interest, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security DocumentDocuments, absent its own bad faith, willful misconduct, fraudulent actions or gross negligence.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries Choice One Company that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral No Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinwith respect to such Agent in the Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral no Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent or the Mexican Administrative Agent is required in writing to exercise by the Required Lenders, Lenders (or such other number or group of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) and (c) except as expressly set forth in the Security Loan Documents, the Collateral no Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries KOF Company that is communicated to or obtained by the bank serving as Collateral an Agent or any of its Affiliates in any capacity. The Collateral No Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage group of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral no Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than, in the case of the Administrative Agent, to confirm receipt of items expressly required to be delivered to the Administrative Agent. Without limitation of the foregoing, the Syndication Agent shall have no obligations, duties or responsibilities whatsoever under the Loan Documents.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by a majority of the Required Lendersholders at any time of the relevant First Tier Obligations (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 27(f) of this Agreement), and (c) except as expressly set forth in the Security Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries Qwest Company that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of a majority of the Required Lenders holders at any time of the relevant First Tier Obligations (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 27 of the Credit this Agreement) or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Administrative Agent under the Revolver Credit Agreement, the Administrative Agent under the Term Credit Agreement, a Borrower or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2 (Waivers; Amendments)); provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (c) except as expressly set forth in the Security Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries Group Company that is communicated to or obtained by the bank Person serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement10.2 (Waivers; Amendments)) or in the absence of its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower Borrowers or a Secured PartyLender, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security DocumentLoan Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 (Conditions Precedent) or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Agent.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin this Agreement and the other Transaction Documents to which it is a party. Without limiting the generality of the foregoing, (ai) the Collateral Agent shall not be subject to any fiduciary or other implied duties, implied covenants or implied obligations pursuant to this Agreement or any other Transaction Document, regardless of whether an Event of Default has occurred and is continuing, (bii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights action and discretionary powers expressly contemplated by the Security Transaction Documents that the Collateral Agent is required in writing to exercise by the Required Lenders, Proper Instructions and (ciii) except as expressly set forth in the Security Transaction Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity other than its Administrator capacity. The Collateral Agent shall not be liable for (A) any action taken or not taken by it in accordance with Proper Instructions or (B) any action taken or not taken by it with the consent or at the request of the Required Lenders (Controlling Party or such other number in accordance with this Agreement or percentage any of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) Transaction Documents or in the absence of its own gross negligence negligence, bad faith, willful misconduct or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documentsfraudulent actions. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower or a Secured Partythe Controlling Party or any Lender, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (iA) any statement, warranty or representation made in or in connection with any Security Transaction Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, therewith or (iiiB) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Transaction Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Transaction Document or any other agreement, instrument or document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent. The Collateral Agent shall not be responsible for the existence, genuineness or (v) the satisfaction value of any condition set forth in Collateral or for the validity, perfection, priority or enforceability of the Security Interest, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security DocumentDocuments, absent its own negligence, bad faith, willful misconduct or fraudulent actions.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinherein. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents hereby that the Collateral Administrative Agent is required to exercise in writing to exercise as directed by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.1), and (c) except as expressly set forth in the Security Documentsherein, the Collateral Administrative Agent shall not have any duty to disclose, and shall not be liable for any the failure to disclose, any information relating to the Borrower or any of its Subsidiaries subsidiaries that is communicated to or obtained by the bank Entity serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement8.1) or in the absence of its own gross negligence or willful wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Documentthis Loan Agreement, (ii) the contents of any certificate, report or other document delivered thereunder hereunder or in connection therewithherewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Documentherein, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document this Loan Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security DocumentArticle III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral Agent None of the Agents shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) none of the Collateral Agent Agents shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) none of the Collateral Agent Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 or in the Security Agreement), and (c) except as expressly set forth in the Security Loan Documents, none of the Collateral Agent Agents shall not have any duty to disclose, and or shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries ConnectSouth Company that is communicated to or obtained by the bank banks serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent None of the Agents shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of or in the Credit Security Agreement) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for None of the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent Agents shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by Holdings, the Borrower or a Secured PartyLender, and none of the Collateral Agent Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or 84 90 genuineness of any Security Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Agent.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by a the Required Lenders, and holders of a majority of principal amount of each Class of the Secured Obligations (or such other number or percentage as may be necessary under the circumstances under the applicable Secured Agreements governing such Secured Obligations)and (c) except as expressly set forth in the Security Documentsherein, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries Qwest Company that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders holders of a majority of principal amount of each Class of the relevant Secured Obligations (or such other number or percentage of the Lenders as shall may be necessary under the circumstances as provided in Section 9.02 of under the Credit Agreementapplicable Secured Agreements governing such Secured Obligations) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (ai) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (bii) the Collateral Agent shall not have any duty be required to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers (x) which are expressly contemplated by the Security Documents that the Collateral Agent is required in writing and (y) which it has been instructed to exercise by the Required Lenders, Secured Lenders and (ciii) except as expressly set forth in the Security DocumentsLoan Documents to which it is party, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries NNC Company that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Secured Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, genuineness or value of any Collateral or for the validity, perfection, priority, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents, in either case absent its own gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower any Lien Grantor or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewiththerewith other than by it, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in any Security Document.

Limited Duties and Responsibilities. The Collateral Agent Neither of the Agents shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the Collateral Agent Agents shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) neither of the Collateral Agent Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral such Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Security Loan Documents, neither of the Collateral Agent Agents shall not have any duty to disclose, and or shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent Neither of the Agents shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Each Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral such Agent by the Borrower or a Secured PartyLender, and neither of the Collateral Agent Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), provided that the Administrative Agent is indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking, or continuing to take any such action, and (c) except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries Xerox Company that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement) or in the absence of its own gross negligence or willful misconduct9.02). The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof specifying that it is a “notice of default” is given to the Collateral Administrative Agent by the Borrower Xerox or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security DocumentLoan Document including any covenant or agreement by a Xerox Company to furnish information directly to each Lender, (iv) the validity, enforceability, sufficiency, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, (v) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security, (vi) the financial condition of any Xerox Company or (vvii) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. (a) The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (ai) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (bii) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (ciii) except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and shall not or be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (iA) any statement, warranty or representation made in or in connection with any Security Loan Document, (iiB) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iiiC) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (ivD) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, or (vE) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Agent is required in writing to exercise by the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2 (Waivers; Amendments)); provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (c) except as expressly set forth in the Security Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries Group Company that is communicated to or obtained by the bank Person serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement10.2 (Waivers; Amendments)) or in the absence of its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower or a Secured PartyLender, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security DocumentLoan Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 (Conditions Precedent) or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Agent.

Limited Duties and Responsibilities. The Collateral Administrative Agent shall not have any duties or obligations under the Security Documents except those expressly set forth thereinin the Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Loan Documents that the Collateral Administrative Agent is required in writing to exercise by the Required Lenders, Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) and (c) except as expressly set forth in the Security Loan Documents, the Collateral Administrative Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Administrative Agent or any of its Affiliates in any capacity. The Collateral Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Credit Agreement9.02) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness, or value of any Collateral or for the validity, perfection, priority, or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Administrative Agent by the Borrower or a Secured PartyLender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Loan Document, (iv) the iv)the validity, enforceability, effectiveness or genuineness of any Security Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Security Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.