Common use of No Assumption of Duties; Reasonable Care Clause in Contracts

No Assumption of Duties; Reasonable Care. The rights and powers conferred on the Trustee hereunder are solely to preserve and protect the security interest of the Trustee and the Holders of the Securities in and to the Collateral granted hereby and shall not be interpreted to, and shall not, impose any duties on the Trustee in connection therewith other than those expressly provided herein or in the Indenture or imposed under applicable law. Except as provided by herein, by applicable law or by the Indenture, the Trustee shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Trustee accords similar property held by itself for its own account, it being understood that the Trustee, in its capacity as such, shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Collateral, whether or not the Trustee has or is deemed to have knowledge of such matters, (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral or (c) investing or reinvesting any of the Collateral or any loss on any investment. Without limiting any rights of the Trustee hereunder, the rights and limitations upon the liability of the Trustee set forth in Article 5 of the Indenture are expressly incorporated herein and made a part hereof and shall extend to the role of the Trustee as Pledged Securities Intermediary.

No Assumption of Duties; Reasonable Care. The rights and powers conferred on granted to the Trustee hereunder are solely being granted in order to preserve and protect the security interest of the Trustee and the Holders of the Securities in and to the Collateral granted hereby and shall not be interpreted to, and shall not, not impose any duties on the Trustee in connection therewith other than those expressly provided herein or in the Indenture or imposed under applicable law. Except as provided by herein, by applicable law or by the Indenture, the Trustee shall be deemed to have exercised reasonable care in the custody and preservation of any the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Trustee accords similar property held by itself for its own accountthe Trustee as collateral agent or other similar capacity, it being understood that the Trustee, Trustee in its capacity as such, such shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Collateral, whether or not the Trustee has or is deemed to have knowledge of such matters, (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral or (c) investing or reinvesting any of the Collateral Collateral, PROVIDED, HOWEVER, that nothing contained in this Agreement shall relieve the Trustee of any responsibilities as a securities intermediary under applicable law. The Trustee shall have no duty (a) to see to any recording, filing, or depositing of this Agreement, any Indenture or any loss on agreement referred to herein or therein or any investment. Without limiting financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any rights such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (b) to see to any insurance or (c) to see to the payment or discharge of any tax assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. The Trustee hereundermakes no representations as to the validity or sufficiency of any Collateral, the rights and limitations upon Indenture or this Agreement. The Trustee shall not be accountable for the liability use or application by the Pledgor of any of the Trustee set forth in Article 5 proceeds of the Indenture are expressly incorporated herein and made a part hereof and Collateral Investments Account or the Interest Account. The Trustee shall extend to not be responsible for the role legality or validity of this Agreement or the validity, priority, perfection or sufficiency of the Trustee as Pledged Securities IntermediaryCollateral.

No Assumption of Duties; Reasonable Care. The rights and powers conferred on granted to the Trustee Escrow Agent hereunder are solely being granted in order to preserve and protect the security interest of the Trustee Escrow Agent and the Holders of the Preferred Securities in and to the Collateral granted hereby and shall not be interpreted to, and shall not, not impose any duties on the Trustee Escrow Agent in connection therewith other than those expressly provided herein or in the Indenture or imposed under applicable law. Except as provided by herein, by applicable law or by the IndentureLLC Agreement, the Trustee Escrow Agent shall be deemed to have exercised reasonable care in the custody and preservation of any the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Trustee Escrow Agent accords similar property held by itself the Escrow Agent for its own accountsimilar accounts, it being understood that the Trustee, Escrow Agent in its capacity as such, such shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Collateral, whether or not the Trustee Escrow Agent has or is deemed to have knowledge of such matters, (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral or (c) investing or reinvesting any of the Collateral or any loss on any investment. Without limiting any rights The Escrow Agent may reasonably rely on the written instructions of the Trustee hereunderIssuer without any further investigation on its part. Furthermore, the rights and limitations upon Escrow Agent assumes no responsibility for the liability validity of the Trustee set forth in Article 5 of the Indenture are expressly incorporated herein and made a part hereof and shall extend to the role of the Trustee as Pledged Securities Intermediarynor the sufficiency of such Pledged Securities to cover the first thirteen dividend payments on the Preferred Securities.

No Assumption of Duties; Reasonable Care. The rights and powers conferred on granted to the Trustee Escrow Agent hereunder are solely being granted in order to preserve and protect the security interest of the Trustee Escrow Agent and the Holders of the Preferred Securities in and to the Collateral granted hereby and shall not be interpreted to, and shall not, not impose any duties on the Trustee Escrow Agent in connection therewith other than those expressly provided herein or in the Indenture or imposed under applicable law. Except as provided by herein, by applicable law or by the IndentureLLC Agreement, the Trustee Escrow Agent shall be deemed to have exercised reasonable care in the custody and preservation of any the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Trustee Escrow Agent accords similar property held by itself the Escrow Agent for its own accountsimilar accounts, it being understood that the Trustee, Escrow Agent in its capacity as such, such shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Collateral, whether or not the Trustee Escrow Agent has or is deemed to have knowledge of such matters, (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral or (c) investing or reinvesting any of the Collateral or any loss on any investment. Without limiting The Escrow Agent may reasonably rely on any rights written notice from the Issuer without any further investigation on its part. Furthermore, the Escrow Agent assumes no responsibility for the validity of the Trustee hereunder, the rights and limitations upon the liability of the Trustee set forth in Article 5 of the Indenture are expressly incorporated herein and made a part hereof and shall extend to the role of the Trustee as Pledged Securities Intermediarynor the sufficiency of such Pledged Securities to cover the first thirteen dividend payments on the Preferred Securities.

No Assumption of Duties; Reasonable Care. The rights and powers conferred on granted to the Trustee Collateral Agent or the Trustees hereunder are solely being granted in order to preserve and protect the Collateral Agent's Liens and security interest of the Trustee and the Holders of the Securities in and to the Collateral granted hereby and shall not be interpreted to, and shall not, impose any duties on the Trustee Collateral Agent or the Trustees in connection therewith other than those expressly provided herein or in therewith. Each of the Indenture or imposed under applicable law. Except as provided by herein, by applicable law or by Collateral Agent and the Indenture, the Trustee Trustees shall be deemed to have exercised reasonable care in the custody and preservation of any the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent or such Trustee accords similar property held by itself for its own accountin similar situations, it being understood that the Trustee, in its capacity as such, Collateral Agent and the Trustees shall not have any responsibility for (ai) ascertaining or taking action with respect to calls, conversions, exchanges, maturities maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent or either Trustee has or is deemed to have knowledge of such matters, (bii) taking any necessary steps to preserve rights against any parties with respect to any Collateral Collateral, or (ciii) investing inquiring into or reinvesting any verifying that the Leasing Company has complied or will comply with its duty to furnish additional items of Collateral to the Collateral or any loss on any investmentAgent and/or the Trustees pursuant to Section 6(d) hereof. Without limiting any rights of Absent knowledge to the Trustee hereundercontrary, the rights Collateral Agent and limitations upon both Trustees may 14 15 assume that the liability items of the Trustee set forth in Article 5 of the Indenture Collateral actually delivered to it are expressly incorporated herein all items required to be so delivered and made a part hereof and shall extend to the role of the Trustee as Pledged Securities Intermediarymay assume that no other such items need be so delivered.

No Assumption of Duties; Reasonable Care. The rights and powers conferred on granted to the Trustee Collateral Agent or the Trustees hereunder are solely being granted in order to preserve and protect the Collateral Agent's Liens and security interest of the Trustee and the Holders of the Securities in and to the Collateral granted hereby and shall not be interpreted to, and shall not, impose any duties on the Trustee Collateral Agent or the Trustees in connection therewith other than those expressly provided herein or in therewith. Each of the Indenture or imposed under applicable law. Except as provided by herein, by applicable law or by Collateral Agent and the Indenture, the Trustee Trustees shall be deemed to have exercised reasonable care in the custody and preservation of any the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent or such Trustee accords similar property held by itself for its own accountin similar situations, it being understood that the Trustee, in its capacity as such, Collateral Agent and the Trustees shall not have any responsibility for (ai) ascertaining or taking action with respect to calls, conversions, exchanges, maturities maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent or either Trustee has or is deemed to have knowledge of such matters, (bii) taking any necessary steps to preserve rights against any parties with respect to any Collateral Collateral, or (ciii) investing inquiring into or reinvesting any verifying that the Company has complied or will comply with its duty to furnish additional items of Collateral to the Collateral or any loss on any investmentAgent and/or the Trustees pursuant to Section 6(d) hereof. Without limiting any rights of Absent knowledge to the Trustee hereundercontrary, the rights Collateral Agent and limitations upon the liability Trustees may assume that the items of the Trustee set forth in Article 5 of the Indenture Collateral actually delivered to it are expressly incorporated herein all items required to be so delivered and made a part hereof and shall extend to the role of the Trustee as Pledged Securities Intermediarymay assume that no other such items need be so delivered.

No Assumption of Duties; Reasonable Care. The rights and powers conferred on the ---------------------------------------- granted to Escrow Agent and Trustee hereunder are solely being granted in order to preserve and protect the Trustee's security interest of the Trustee and the Holders of the Securities in and to the Collateral granted hereby and shall not be interpreted to, and shall not, impose any duties on the Escrow Agent or Trustee in connection therewith other than those expressly provided herein or in the Indenture or imposed under applicable law. Except as provided by herein, by applicable law or by the Indenture, the Trustee Escrow Agent shall be deemed to have exercised reasonable care in the custody and preservation of any the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Trustee Escrow Agent accords similar property held by itself for its own accountin similar situations, it being understood that the Trustee, in its capacity as such, Escrow Agent shall not have any responsibility for (ai) ascertaining or taking action with respect to calls, conversions, exchanges, maturities maturities, tenders or other matters relative to any Collateral, whether or not the Trustee Escrow Agent has or is deemed to have knowledge of such matters, matters or (bii) taking any necessary steps to preserve rights against any parties with respect to any Collateral or (c) investing or reinvesting Collateral; provided, however, that -------- ------- nothing contained in this Agreement shall relieve Escrow Agent of any of responsibilities as a securities intermediary under applicable law. The Escrow Agent is entering into this Agreement solely in its capacity as Escrow Agent and not in its individual capacity, and shall be entitled to the Collateral or any loss on any investment. Without limiting any rights of rights, protections and exculpations furnished to the Trustee hereunder, under the rights and limitations upon the liability of the Trustee Indenture as if set forth herein in Article 5 of the Indenture are expressly incorporated herein addition to (and made a part hereof and shall extend not in limitation of) any rights, protections or exculpations furnished to the role of the Trustee as Pledged Securities Intermediaryit under this Agreement.

No Assumption of Duties; Reasonable Care. The rights and powers conferred on the Trustee Collateral Agent hereunder are solely to preserve and protect the security interest Security Interest of the Trustee and the Holders of the Securities Secured Parties in and to the Collateral granted hereby and to deliver certain Collateral as set forth in Section 4 of this Pledge Agreement and shall not be interpreted to, and shall not, not impose any duties on the Trustee Collateral Agent in connection therewith other than those expressly provided herein or in the Indenture or imposed under applicable law. Except as provided by herein, by applicable law or by the Indenture, the Trustee Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Trustee Collateral Agent accords similar property held by itself the Collateral Agent for its own account, it being understood that the Trustee, Collateral Agent in its capacity as such, such shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Collateral, whether or not the Trustee Collateral Agent has or is deemed to have knowledge of such matters, (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral or (c) investing or reinvesting any of the Collateral or any loss on any investment. Without limiting any rights The Collateral Agent shall not be responsible for the sufficiency of the Trustee hereunder, Collateral (other than with respect to the rights and limitations upon the liability of the Trustee requirements to deliver possessory Collateral as set forth in Section 4 of this Pledge Agreement) or this Pledge Agreement and shall be entitled to all the rights, benefits, privileges and immunities accorded to the Trustee under Article 5 7 of the Indenture are expressly incorporated herein and made a part hereof and shall extend to the role of the Trustee as Pledged Securities IntermediaryIndenture.

No Assumption of Duties; Reasonable Care. The rights and powers conferred on the granted to Trustee or Escrow Agent hereunder are solely being granted in order to preserve and protect the Trustee's security interest of the Trustee and the Holders of the Securities in and to the Collateral granted hereby and shall not be interpreted to, and shall not, impose any duties on the Trustee or Escrow Agent in connection therewith other than those expressly provided herein or in the Indenture or imposed under applicable law. Except as provided by herein, by applicable law or by the Indenture, the Trustee or Escrow Agent shall be deemed to have exercised reasonable care in the custody and preservation of any the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which Trustee or Escrow Agent, as the Trustee case may be, accords similar property held by itself for its own accountin similar situations, it being understood that the Trustee, in its capacity as such, neither Trustee nor Escrow Agent shall not have any responsibility for (ai) ascertaining or taking action with respect to calls, conversions, exchanges, maturities maturities, tenders or other matters relative to any Collateral, whether or not the Trustee or Escrow Agent has or is deemed to have knowledge of such matters, matters or (bii) taking any necessary steps to preserve rights against any parties with respect to any Collateral Collateral; provided, however, that nothing contained in this Agreement shall relieve Escrow Agent of any responsibilities as a securities intermediary under applicable law. The Trustee is entering into this Agreement solely in its capacity as Trustee under the Indenture, and not in its individual capacity, and shall be entitled to the rights, protections and exculpations furnished to it under the Indenture, including, without limitation, Article 6 thereof, in addition to (and not in limitation of) any rights, protections or (c) investing or reinvesting any exculpations furnished to it under this Agreement. The Escrow Agent will at all times during the term of this Agreement treat the Company as the "entitlement holder" as defined in Article 8 of the NY-UCC with respect to the Escrow Account and that part of the Collateral or any loss on any investment. Without limiting any rights which constitutes "security entitlements" as defined in Article 8 of the Trustee hereunder, the rights and limitations upon the liability of the Trustee set forth in Article 5 of the Indenture are expressly incorporated herein and made a part hereof and shall extend to the role of the Trustee as Pledged Securities IntermediaryNY-UCC.

No Assumption of Duties; Reasonable Care. The rights and powers conferred on granted to the Trustee Collateral Agent hereunder are solely being granted in order to preserve and protect the security interest of the Trustee Collateral Agent and the Holders of the Securities other Secured Parties in and to the Collateral granted hereby and shall not be interpreted to, and shall not, impose any duties on the Trustee Collateral Agent in connection therewith other than those expressly provided herein or in the Indenture or imposed under applicable lawtherewith. Except as provided by herein, by applicable law or by the Indenture, the Trustee The Collateral Agent shall be deemed to have exercised reasonable care care, under Section 9-207 of the New York Uniform Commercial Code or otherwise, in the custody and preservation of any the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Trustee Collateral Agent accords similar property held by itself for its own accountproperty and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith; it being understood that the Trustee, in its capacity as such, Collateral Agent shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Collateral, whether or not the Trustee has or is deemed to have knowledge of such matters, (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. The Collateral or (c) investing or reinvesting any Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor its officers, directors, employees or agents shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any loss on income thereon or as to preservation of rights against prior parties or any investment. Without limiting other rights pertaining thereto and the Collateral Agent shall not be responsible for filing any rights financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Trustee hereunder, the rights and limitations upon the liability of the Trustee set forth in Article 5 of the Indenture are expressly incorporated herein and made a part hereof and shall extend to the role of the Trustee as Pledged Securities IntermediaryCollateral.

No Assumption of Duties; Reasonable Care. The rights and ---------------------------------------- powers conferred on granted to the Trustee hereunder are solely being granted in order to preserve and protect the security interest of the Trustee and the Holders of the Securities Notes in and to the Initial Collateral and the Subsequent Collateral granted hereby and shall not be interpreted to, and shall not, not impose any duties on the Trustee in connection therewith other than those expressly provided herein or in the Indenture or imposed under applicable law. Except as provided by herein, by applicable law or by the Indenture, the Trustee shall be deemed to have exercised reasonable care in the custody and preservation of any the Initial Collateral and the Subsequent Collateral in its possession if the Initial Collateral and the Subsequent Collateral is accorded treatment substantially equal to that which the Trustee accords similar property held by itself the Trustee for its own accountsimilar accounts, it being understood that the Trustee, Trustee in its capacity as such, such shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Initial Collateral or Subsequent Collateral, whether or not the Trustee has or is deemed to have knowledge of such matters, (b) taking any necessary steps to preserve rights against any parties with respect to any Initial Collateral or Subsequent Collateral, (c) investing or reinvesting any of the Initial Collateral or the Subsequent Collateral or (d) the validity, sufficiency or priority of the Initial Collateral or Subsequent Collateral or the perfection or the maintenance of the perfection of any security interest granted hereby, provided, however, that nothing contained in this Pledge Agreement shall relieve the Trustee of any responsibilities as a securities intermediary under applicable law. In no event shall the Trustee have any liability to the Pledgor or any other person for investing the funds from time to time in the Initial Escrow and Pledge Account, the Cash Collateral Account or the Subsequent Collateral Investments Account in accordance with the provisions of this Pledge Agreement, regardless of whether greater income or a higher yield could have been obtained had the Trustee invested such funds in different investments, or for any loss on any investmentassociated with the sale or liquidation of such investments in accordance with the terms of this Pledge Agreement. Without limiting any The rights and limits of liability afforded to the Trustee hereunder, the rights and limitations upon the liability of the Trustee set forth in Article 5 of under the Indenture are expressly incorporated herein and made a part hereof and shall extend apply to the its role of the Trustee hereunder as Pledged Securities Intermediaryif fully stated herein.

No Assumption of Duties; Reasonable Care. The rights and powers conferred on the Trustee Collateral Agent hereunder are solely to preserve and protect the security interest Security Interest of the Trustee and the Holders of the Securities Secured Parties in and to the Collateral granted hereby and to deliver certain Collateral as set forth in Section 4 of this Security Agreement and shall not be interpreted to, and shall not, not impose any duties on the Trustee Collateral Agent in connection therewith other than those expressly provided herein or in the Indenture or imposed under applicable lawlaw or the Secured Debt Agreements. Except as provided by herein, by applicable law or by the Indenturelaw, the Trustee Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Trustee Collateral Agent accords similar property held by itself the Collateral Agent for its own account, it being understood that the Trustee, Collateral Agent in its capacity as such, such shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Collateral, whether or not the Trustee Collateral Agent has or is deemed to have knowledge of such matters, (b) taking b)taking any necessary steps to preserve rights against any parties with respect to any Collateral or (c) investing or reinvesting any of the Collateral or any loss on any investment. Without limiting any rights The Collateral Agent shall not be responsible for the sufficiency of the Trustee hereunder, Collateral (other than with respect to the rights and limitations upon the liability of the Trustee requirements to deliver possessory Collateral as set forth in Section 4 of this Security Agreement) or this Security Agreement and shall be entitled to all the rights, benefits, privileges protections, indemnities and immunities accorded to the Trustee under Article 5 7 of the Indenture are expressly incorporated herein and made a part hereof and shall extend to the role of the Trustee as Pledged Securities IntermediaryIndenture.

No Assumption of Duties; Reasonable Care. The rights and powers conferred on the Trustee Collateral Agent hereunder are solely to preserve and protect the security interest Security Interest of the Trustee and the Holders of the Securities Secured Parties in and to the Collateral granted hereby and to deliver certain Collateral as set forth in Section 4 of this Security Agreement and shall not be interpreted to, and shall not, not impose any duties on the Trustee Collateral Agent in connection therewith other than those expressly provided herein or in the Indenture or imposed under applicable lawlaw or the Secured Debt Agreements. Except as provided by herein, by applicable law or by the Indenturelaw, the Trustee Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Trustee Collateral Agent accords similar property held by itself the Collateral Agent for its own account, it being understood that the Trustee, Collateral Agent in its capacity as such, such shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Collateral, whether or not the Trustee Collateral Agent has or is deemed to have knowledge of such matters, (b) taking b)taking any necessary steps to preserve rights against any parties with respect to any Collateral or (c) investing or reinvesting any of the Collateral or any loss on any investment. Without limiting any rights The Collateral Agent shall not be responsible for the sufficiency of the Trustee hereunder, Collateral (other than with respect to the rights and limitations upon the liability of the Trustee requirements to deliver possessory Collateral as set forth in Section 4 of this Security Agreement) or this Security Agreement and shall be entitled to all the rights, benefits, privileges protections, indemnities and immunities accorded to the Trustee under Article 5 7 of the Indenture are expressly incorporated herein and made a part hereof and shall extend to the role of the Trustee as Pledged Securities IntermediaryIndenture. Section 13.

No Assumption of Duties; Reasonable Care. The rights and powers conferred on granted to the Trustee Collateral Agent hereunder are solely being granted in order to preserve and protect the security interest of the Trustee and the Holders of the Securities in and to the Collateral granted hereby and shall not be interpreted to, and shall not, not impose any duties on on, the Trustee Collateral Agent in connection therewith other than those expressly provided herein or in the Indenture or imposed under applicable law. Except as provided by herein, by applicable law or by the Indenture, the Trustee Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Trustee Collateral Agent accords similar property held by itself the Collateral Agent for its own accountsimilar accounts, it being understood that the Trustee, Collateral Agent in its capacity as suchsuch (a) may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon and (b) shall not have any responsibility for (ai) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Collateral, whether or not the Trustee Collateral Agent has or is deemed to have knowledge of such matters, (bii) taking any necessary steps for the existence, enforceability or perfection of any security interest of the Trustee or to preserve rights against any parties with respect to any Collateral or (ciii) except as otherwise set forth in Section 5, investing or reinvesting any of the Collateral, provided, however, that in the case of clause (a) and clause (b) of this sentence, nothing contained in this Pledge Agreement shall relieve the Collateral Agent of any responsibilities as a securities intermediary under applicable law. In no event shall the Collateral Agent be liable for the existence, validity, enforceability or perfection of any loss on any investment. Without limiting any rights security interest of the Trustee hereunderTrustee, the rights and limitations upon the liability or for special indirect or consequential damages or lost profits or loss of the Trustee set forth business, arising in Article 5 of the Indenture are expressly incorporated herein and made a part hereof and shall extend to the role of the Trustee as Pledged Securities Intermediaryconnection with this Agreement.

No Assumption of Duties; Reasonable Care. The rights and powers conferred on granted to the Trustee hereunder are solely being granted in order to preserve and protect the security interest of the Trustee and the Holders of the Securities Notes in and to the Initial Collateral and the Subsequent Collateral granted hereby and shall not be interpreted to, and shall not, not impose any duties on the Trustee in connection therewith other than those expressly provided herein or in the Indenture or imposed under applicable law. Except as provided by herein, by applicable law or by the Indenture, the Trustee shall be deemed to have exercised reasonable care in the custody and preservation of any the Initial Collateral and the Subsequent Collateral in its possession if the Initial Collateral and the Subsequent Collateral is accorded treatment substantially equal to that which the Trustee accords similar property held by itself the Trustee for its own accountsimilar accounts, it being understood that the Trustee, Trustee in its capacity as such, such shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Initial Collateral or Subsequent Collateral, whether or not the Trustee has or is deemed to have knowledge of such matters, (b) taking any necessary steps to preserve rights against any parties with respect to any Initial Collateral or Subsequent Collateral, (c) investing or reinvesting any of the Initial Collateral or any loss on any investment. Without limiting any rights the Subsequent Collateral or (d) the validity, sufficiency or priority of the Trustee hereunder, Initial Collateral or Subsequent Collateral or the rights and limitations upon perfection or the liability maintenance of the Trustee set forth perfection of any security interest granted hereby, provided, however, that nothing contained in Article 5 of the Indenture are expressly incorporated herein and made a part hereof and this Pledge Agreement shall extend to the role of relieve the Trustee of any responsibilities as Pledged Securities Intermediarya securities intermediary under applicable law.

No Assumption of Duties; Reasonable Care. The rights and powers conferred on the Trustee Collateral Agent hereunder are solely to preserve and protect the security interest Security Interest of the Trustee and the Holders of the Securities Secured Parties in and to the Collateral granted hereby and to deliver certain Collateral as set forth in Section 4 of this Security Agreement and shall not be interpreted to, and shall not, not impose any duties on the Trustee Collateral Agent in connection therewith other than those expressly provided herein or in the Indenture or imposed under applicable lawlaw or the Secured Debt Agreements. Except as provided by herein, by applicable law or by the Indenturelaw, the Trustee Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Trustee Collateral Agent accords similar property held by itself the Collateral Agent for its own account, it being understood that the Trustee, Collateral Agent in its capacity as such, such shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Collateral, whether or not the Trustee Collateral Agent has or is deemed to have knowledge of such matters, (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral or (c) investing or reinvesting any of the Collateral or any loss on any investment. Without limiting any rights The Collateral Agent shall not be responsible for the sufficiency of the Trustee hereunder, Collateral (other than with respect to the rights and limitations upon the liability of the Trustee requirements to deliver possessory Collateral as set forth in Section 4 of this Security Agreement) or this Security Agreement and shall be entitled to all the rights, benefits, privileges protections, indemnities and immunities accorded to the Trustee under Article 5 7 of the Indenture are expressly incorporated herein and made a part hereof and shall extend to the role of the Trustee as Pledged Securities IntermediaryIndenture.