Common use of Rights, Duties, etc Clause in Contracts

Rights, Duties, etc. The acceptance by the Collateral Agent of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Collateral Agent: (a) it shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it in good faith believes to be genuine; (c) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful misconduct or bad faith; (d) it may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereof; (e) it shall have no duties hereunder, except those which are expressly set forth herein and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent thereto; (f) it may execute or perform any duties hereunder either directly or through administrative agents or attorneys selected with reasonable care; (g) it may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Agent hereunder; and (h) it shall not be obligated to take any action which in its reasonable judgment would involve it in expense or liability unless it has been furnished with reasonable indemnity.

Rights, Duties, etc. The acceptance by the Collateral Agent Securities Intermediary of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the Securities Intermediary’s rights, duties, liabilities and immunities of the Collateral Agent: hereunder: (ai) it shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it The Securities Intermediary shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it the Securities Intermediary in good faith believes to be genuine; ; (cii) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful misconduct or bad faith; (d) it The Securities Intermediary may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereof; hereof or otherwise in connection with its duties hereunder, and any action taken or omitted by the Securities Intermediary in reasonable reliance upon such advice shall be full justification and protection to it; (eiii) it The Securities Intermediary shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence or, with respect to Fund Control Matters, negligence, willful misconduct or bad faith; (iv) The Securities Intermediary shall have no duties hereunder, hereunder except those which are expressly set forth herein and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent thereto; ; (fv) it may execute or perform any duties hereunder either directly or through administrative agents or attorneys selected with reasonable care; (g) it The Securities Intermediary may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent trustee or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Agent the Securities Intermediary hereunder; and and (hvi) it The Securities Intermediary shall not be obligated to take any action which in its reasonable judgment would involve cause it in to incur any expense or liability not otherwise contemplated hereunder unless it has been furnished with reasonable indemnityan indemnity with respect thereto which is reasonably satisfactory to the Securities Intermediary.

Rights, Duties, etc. The acceptance by the Collateral Security Agent of its respective duties hereunder and under the other Collateral Security Documents is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the its rights, duties, liabilities and immunities of the Collateral Agent: immunities: (ai) it shall act hereunder as an agent only and shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds funds, securities or securities other amounts deposited with or held by it; ; (bii) it shall be protected and held harmless in acting or refraining from acting upon upon, and shall not be bound to make any investigation into the facts or other matters stated in, any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it the Security Agent in good faith believes to be genuine; ; (ciii) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful misconduct or bad faith; ; (div) it may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereof; hereof or otherwise in connection with its duties as Security Agent hereunder; (ev) it shall have no duties hereunder, as Security Agent except those which are expressly set forth herein and in any modification or amendment hereof, and it is not charged with knowledge of or any duties or responsibilities in connection with any other docume nt or agreement other than the Collateral Security Documents; provided, however, that no such modification or amendment hereof here of shall affect its duties unless it shall have given its prior written consent thereto; ; (fvi) it may execute or perform any duties hereunder and under the other Collateral Security Documents (other than the holding of the Accounts and stock certificates or any other Collateral which is required to be held by it for purposes of perfection) either directly or through administrative agents or attorneys selected with reasonable care; ; (gvii) it may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent trustee or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Security Agent hereunder; and (hviii) it shall have no right of set-off against any Account; (ix) it hereby waives any and all Liens which may arise from time to time in its favor on any Account or any other amounts received by it pursuant to this Agreement; and (x) it shall not be obligated to take any action which in its reasonable judgment would involve it in expense or liability liabili ty unless it has been furnished with reasonable indemnityan indemnity reasonably satisfactory to it.

Rights, Duties, etc. The acceptance by the Collateral Disbursement Agent of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the its rights, duties, liabilities and immunities of the Collateral Agentimmunities: (a) it shall act hereunder as a disbursement agent only and shall not be responsible or liable in any manner whatever for soliciting any funds or whatsoever for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it, except as provided in this Agreement; (b) it shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it Disbursement Agent in good faith believes to be genuine; (c) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful wilful misconduct or bad faith; (d) it may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereof; (e) it shall have no duties hereunder, as Disbursement Agent except those which are expressly set forth herein and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent thereto; (f) it may execute or perform any duties hereunder either directly or through administrative agents or attorneys selected with reasonable careattorneys; (g) it may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositarydepository, collateral agent trustee or administrative agent for, any committee or body of holders of obligations of such Persons person as freely as if it were not Collateral the Disbursement Agent hereunder; and (h) it shall not be obligated to take any action which in its reasonable judgment would involve it in expense or liability unless it has been furnished with reasonable indemnity. Notwithstanding anything contained herein to the contrary, the standard of good faith imposed on the Disbursement Agent under this Agreement shall not impose a duty upon the Disbursement Agent to undertake any investigation with respect to any Trustee's Certificate or Request for a Cash Disbursement delivered to the Disbursement Agent hereunder other than to determine that it is completed in accordance with the requirements hereof and contains the required attachments thereto. Any allegation that the Disbursement Agent did not act in good faith, or that the Disbursement Agent acted in bad faith, shall not result in any liability to the Disbursement Agent until such allegation is upheld by a court of competent jurisdiction.

Rights, Duties, etc. The acceptance by the Collateral Security Agent and by the Agent of its their respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Collateral Security Agent and of the Agent: (a) it shall act hereunder as an agent only and shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it in good faith believes to be genuine; (c) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful misconduct or bad faith; (d) it may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereof; (e) it shall have no duties hereunderas Security Agent or Agent, as the case may be, except those which are expressly set forth herein and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent thereto; (f) it may execute or perform any duties hereunder either directly or through administrative agents or attorneys selected with reasonable careattorneys; (g) it may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent trustee or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Security Agent or Agent, as the case may be, hereunder; and (h) it shall not be obligated to take any action which in its reasonable judgment would involve it in expense or liability unless it has been furnished with reasonable indemnity.

Rights, Duties, etc. The acceptance by the Collateral Security Agent of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the its rights, duties, liabilities and immunities of the Collateral Agentimmunities: (a) it shall act hereunder as an agent only and shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds funds, securities or securities other amounts deposited with or held by it; (b) it shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it the Security Agent in good faith believes to be genuine; (c) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful misconduct or bad faith; (d) it may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereof; (e) it shall have no duties hereunder, as Security Agent except those which are expressly set forth herein and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent thereto; (f) it may execute or perform any duties hereunder either directly or (other than the holding of the Accounts) through administrative agents or attorneys selected with reasonable careattorneys; (g) it may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent trustee or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Security Agent hereunder; and; (h) it shall not be obligated to take any action which in its reasonable judgment would involve it in expense or liability unless it has been furnished with reasonable indemnity; (i) it shall not be obligated to ascertain or inquire as to the observance or performance of any of the agreements contained in this Agreement or the Loan Instruments, or to inspect the properties, books or records of the Partnership; and (j) it shall not be responsible for any representations, warranties or other statements made by the Partnership in this Agreement or the Loan Instruments or in any certificate, report, statement or other document received by the Security Agent in connection with this Agreement or the Loan Instruments.

Rights, Duties, etc. The acceptance by the Collateral Security Agent of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the its rights, duties, liabilities and immunities of the Collateral Agentimmunities: (a) it the Security Agent shall act hereunder as an agent only and shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it the Security Agent shall be protected in acting or refraining from acting and may rely exclusively upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it the Security Agent in good faith believes to be genuine; (c) it the Security Agent shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful wilful misconduct or bad faith; (d) it the Security Agent may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereof; (e) it the Security Agent shall have no duties hereunder, hereunder except those which are expressly set forth herein and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent thereto; (f) it the Security Agent may execute or perform any duties hereunder either directly or through administrative agents or attorneys selected with reasonable careattorneys; (g) it the Security Agent may engage or be interested in any financial or other transactions with any Person who is a party hereto or to any other Project Document and may act on, or as depositary, collateral agent trustee or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Security Agent hereunder; and (h) it the Security Agent shall not be obligated to take any action which in its reasonable judgment would involve it in expense or liability unless it has been furnished with reasonable indemnity satisfactory to it (it being understood and agreed that the general indemnity of the Borrower will constitute a reasonable indemnity).

Rights, Duties, etc. The acceptance by the Collateral Agent of its respective duties hereunder and under the other Collateral Documents is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the rights, duties, liabilities liabilities, privileges, protections and immunities of the Collateral Agent: (a) it shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request request, or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it in good faith believes to be genuine; (c) it shall not be liable for any error of judgment or for any act done or step taken or omitted omitted, except in the case of its gross negligence, willful misconduct or bad faithfaith as determined pursuant to a final, non-appealable judgment of a court of competent jurisdiction; (d) it may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereof;hereof or of a Loan Document or in connection with any other matters arising hereunder or under any Loan Document and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder or under any Loan Document in good faith and in accordance with such advice or opinion of counsel; [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (e) it shall have no duties hereunderor obligations hereunder or under any other Collateral Document to which it is a party, except those which are expressly set forth herein or in such other Collateral Documents, and it undertakes to perform such duties and only such duties as are specifically set forth herein or in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent theretoother Collateral Document; (f) it may execute or perform any duties hereunder or under the other Collateral Documents to which it is a party either directly or through administrative agents agents, nominees, custodians or attorneys selected and shall not be responsible for any failure, breach or omission of (including if resulting from willful misconduct or gross negligence on the part of) any agent, attorney, custodian or nominee so appointed with reasonable care; (g) it may engage or be interested in any financial or other transactions with any party hereto or to any Loan Document and may act on, or as depositary, collateral agent or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Agent hereunder; and (h) it shall not be obligated to take any action which in its reasonable judgment would involve it in expense or liability unless it has been furnished with reasonable indemnity. Subject to Section 4.2, the Collateral Agent shall have no obligation to invest and reinvest any cash held in the Accounts. In no event shall the Collateral Agent be liable for the selection of investments or for investment losses incurred thereon by reason of investment performance, liquidation prior to stated maturity or otherwise. The Collateral Agent shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity.

Rights, Duties, etc. The acceptance by the Collateral Agent Securities Intermediary of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the Securities Intermediary's rights, duties, liabilities and immunities of the Collateral Agenthereunder: (ai) it shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it The Securities Intermediary shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it the Securities Intermediary in good faith believes to be genuine; ; (cii) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful misconduct or bad faith; (d) it The Securities Intermediary may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereof; hereof or otherwise in connection with its duties hereunder, and any action taken or omitted by the Securities Intermediary in reasonable reliance upon such advice shall be full justification and protection to it; (eiii) it The Securities Intermediary shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its negligence, willful misconduct or bad faith; (iv) The Securities Intermediary shall have no duties hereunder, hereunder except those which are expressly set forth herein and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent thereto; ; (fv) it may execute or perform any duties hereunder either directly or through administrative agents or attorneys selected with reasonable care; (g) it The Securities Intermediary may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent trustee or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Agent the Securities Intermediary hereunder; and and (hvi) it The Securities Intermediary shall not be obligated to take any action which in its reasonable judgment would involve cause it in to incur any expense or liability not otherwise contemplated hereunder unless it has been furnished with reasonable indemnityan indemnity with respect thereto which is reasonably satisfactory to the Securities Intermediary.

Rights, Duties, etc. The acceptance by the Collateral Agent Bank of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the Bank's rights, duties, liabilities and immunities of the Collateral Agenthereunder: (ai) it shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it The Bank shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it the Bank in good faith believes to be genuine; (cii) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful misconduct or bad faith; (d) it The Bank may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereofhereof or otherwise in connection with its duties hereunder, and any action taken or omitted by the Bank in reasonable reliance upon such opinion shall be full justification and protection to it; (eiii) it The Bank shall not be liable for any error of judgment or for any act done or step taken or omitted, except in the case of its gross negligence, willful misconduct or bad faith; (iv) The Bank shall have no duties hereunder, hereunder except those which are expressly set forth herein and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent thereto; (fv) it The Bank may execute or perform any duties hereunder (other than the holding of the Sinking Fund Account) either directly or through administrative agents or attorneys selected with reasonable careattorneys; (gvi) it The Bank may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent trustee or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Agent Bank hereunder; and (hvii) it The Bank shall not be obligated to take any action which in its reasonable judgment would involve cause it in to incur any expense or liability hereunder unless it has been furnished with reasonable indemnityan indemnity from the Borrower with respect thereto which is reasonably satisfactory to the Bank.

Rights, Duties, etc. (a) The acceptance by the Collateral Security Agent of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the its rights, duties, liabilities and immunities of the Collateral Agentimmunities: (ai) it shall act hereunder as an agent only and shall not be responsible or liable in any manner whatever whatsoever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds funds, securities or securities other amounts deposited with or held by it; (bii) it shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it the Security Agent in good faith believes to be genuine; (ciii) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful misconduct or bad faith;; Amended and Restated Security Deposit Agreement (div) it may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereofhereof or otherwise in connection with its duties as Security Agent hereunder, and any action taken or omitted by the Security Agent in reasonable reliance upon such opinion shall be full justification and protection to its; (ev) it shall have no duties hereunder, as Security Agent except those which are expressly set forth herein and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent thereto; (fvi) it may execute or perform any duties hereunder (other than the holding of the Accounts) either directly or through administrative agents or attorneys selected with reasonable careattorneys; (gvii) it may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent trustee or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Security Agent hereunder; (viii) it shall have no right of set-off against any Account; (ix) it hereby waives any and all Liens which may arise from time to time in its favor on any Account or any other amounts received by its pursuant to this Agreement; and (hx) it shall not be obligated to take any action which in its reasonable judgment would involve it in expense or liability unless it has been furnished with an indemnity reasonable indemnitysatisfactory to it. (b) No implied covenants or obligations shall be read into this Agreement. If in one or more instances the Security Agent takes any action or assumes any responsibility not specifically delegated to it hereunder, neither the taking of such action nor the assumption of such responsibility shall be deemed to be an express or implied undertaking on the part of the Security Agent that it will take the same or similar action or assume the same or similar responsibility in any other instance. (c) The Security Agent shall not be under any liability for interest on any funds received by its pursuant to any of the provisions of this Agreement. (d) The Security Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, Amended and Restated Security Deposit Agreement request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Agent; provided, however, that if the payment within a reasonable time to the Security Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Security Agent, not reasonably assured to the Security Agent by the security afforded to it by the terms of this Agreement, the Security Agent may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Partnership or, if paid by the Security Agent, shall be repaid by the Partnership upon demand from the Partnership's own funds.

Rights, Duties, etc. The acceptance by the Collateral ------------------- Agent of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Collateral Agent: (a) it shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it in good faith believes to be genuine; (c) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful misconduct or bad faith; (d) it may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereof; (e) it shall have no duties hereunder, except those which are expressly set forth herein and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall -------- ------- affect its duties unless it shall have given its prior written consent thereto; (f) it may execute or perform any duties hereunder either directly or through administrative agents or attorneys selected with reasonable care; (g) it may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Agent hereunder; and (h) it shall not be obligated to take any action which in its reasonable judgment would involve it in expense or liability unless it has been furnished with reasonable indemnity.

Rights, Duties, etc. The acceptance by the Collateral Agent Security Deposit Trustee of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Collateral AgentSecurity Deposit Trustee: (a) it shall act hereunder as an agent only and shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it in good faith believes to be genuine; (c) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its own gross negligence, negligence or willful misconduct or bad faithnegligence in the handling of funds; (d) it may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereof; (e) it shall have no duties hereunder, as Security Deposit Trustee except those which are expressly set forth herein and in any modification or amendment hereof; providedPROVIDED, howeverHOWEVER, ------- * Confidential that no such modification or amendment hereof shall affect its rights or duties unless it shall have given its prior written consent thereto; (f) it may execute or perform any duties hereunder either directly or through administrative agents or attorneys selected with reasonable careattorneys; (g) it may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent or administrative agent trustee for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Agent the Security Deposit Trustee hereunder; and; (h) it shall not be obligated to take any action which in its reasonable judgment would involve it in any material expense or liability unless it has been furnished with reasonable indemnity; (i) except in so far as such provisions may conflict with or be limited by the terms hereof, the provisions applicable to the Security Trustee under the Security Agreement, insofar as they relate to this Agreement, are hereby incorporated by reference herein; (j) the standard of liability of the Security Trustee hereunder is as provided in Section 7.1 of the Security Agreement; and (k) the provisions of Section 7.5 of the Security Agreement shall be applicable to this Agreement, mutatis mutandis.

Rights, Duties, etc. The acceptance by the Collateral Agent of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Collateral Agent: (a) it shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it in good faith believes to be genuine; (c) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful misconduct or bad faith; (d) it may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereof; (e) it shall have no duties hereunder, except those which are expressly set forth herein and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent thereto; (f) it may execute or perform any duties hereunder either directly or through administrative agents or attorneys selected with reasonable care; (g) it may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent SECURITY DEPOSIT AGREEMENT -------------------------- or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Agent hereunder; and (h) it shall not be obligated to take any action which in its reasonable judgment would involve it in expense or liability unless it has been furnished with reasonable indemnity.

Rights, Duties, etc. The acceptance by the Collateral Agent of its respective duties hereunder and under the other Collateral Documents is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the rights, duties, liabilities liabilities, privileges, protections and immunities of the Collateral Agent: (a) it shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request request, or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it in good faith believes to be genuine; (c) it shall not be liable for any error of judgment or for any act done or step taken or omitted omitted, except in the case of its gross negligence, willful misconduct or bad faithfaith as determined pursuant to a final, non-appealable judgment of a court of competent jurisdiction; (d) it may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereofhereof or of a Loan Document or in connection with any other matters arising hereunder or under any Loan Document and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder or under any Loan Document in good faith and in accordance with such advice or opinion of counsel; (e) it shall have no duties hereunderor obligations hereunder or under any other Collateral Document to which it is a party, except those which are expressly set forth herein or in such other Collateral Documents, and it undertakes to perform such duties and only such duties as are specifically set forth herein or in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent theretoother Collateral Document; (f) it may execute or perform any duties hereunder or under the other Collateral Documents to which it is a party either directly or through administrative agents agents, nominees, custodians or attorneys selected and shall not be responsible for any failure, breach or omission of (including if resulting from willful misconduct or gross negligence on the part of) any agent, attorney, custodian or nominee so appointed with reasonable care; (g) it may engage or be interested in any financial or other transactions with any party hereto or to any Loan Document and may act on, or as depositary, collateral agent or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Agent hereunder; and (h) it shall not be obligated to take any action which in its reasonable judgment would involve it in expense or liability unless it has been furnished with reasonable indemnity. *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission Subject to Section 4.2, the Collateral Agent shall have no obligation to invest and reinvest any cash held in the Accounts. In no event shall the Collateral Agent be liable for the selection of investments or for investment losses incurred thereon by reason of investment performance, liquidation prior to stated maturity or otherwise. The Collateral Agent shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity.

Rights, Duties, etc. The acceptance by the Collateral Agent Securities Intermediary of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the Securities Intermediary's rights, duties, liabilities and immunities of the Collateral Agenthereunder: (ai) it shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it The Securities Intermediary shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it the Securities Intermediary in good faith believes to be genuine; (cii) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful misconduct or bad faith; (d) it The Securities Intermediary may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereofhereof or otherwise in connection with its duties hereunder, and any action taken or omitted by the Securities Intermediary in reasonable reliance upon such advice shall be full justification and protection to it; (eiii) it The Securities Intermediary shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its negligence, willful misconduct or bad faith; (iv) The Securities Intermediary shall have no duties hereunder, hereunder except those which are expressly set forth herein and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent thereto; (fv) it may execute or perform any duties hereunder either directly or through administrative agents or attorneys selected with reasonable care; (g) it The Securities Intermediary may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent trustee or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Agent the Securities Intermediary hereunder; and (hvi) it The Securities Intermediary shall not be obligated to take any action which in its reasonable judgment would involve cause it in to incur any expense or liability not otherwise contemplated hereunder unless it has been furnished with reasonable indemnityan indemnity with respect thereto which is reasonably satisfactory to the Securities Intermediary.

Rights, Duties, etc. The acceptance by the Collateral Agent Bank of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the Bank's rights, duties, liabilities and immunities of the Collateral Agenthereunder: (a) it shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it The Bank shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it the Bank in good faith believes to be genuine; (cb) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful misconduct or bad faith; (d) it The Bank may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereofhereof or otherwise in connection with its duties hereunder, and any action taken or omitted by the Bank in reasonable reliance upon such opinion shall be full justification and protection to it; (ec) it The Bank shall not be liable for any error of judgment or for any act done or step taken or omitted, except in the case of its gross negligence, willful misconduct or bad faith; (d) The Bank shall have no duties hereunder, hereunder except those which are expressly set forth herein and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent thereto; (fe) it The Bank may execute or perform any duties hereunder (other than the holding of the Sinking Fund Account) either directly or through administrative agents or attorneys selected with reasonable careattorneys; (gf) it The Bank may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent trustee or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Agent Bank hereunder; and (hg) it The Bank shall not be obligated to take any action which in its reasonable judgment would involve cause it in to incur any expense or liability hereunder unless it has been furnished with reasonable indemnityan indemnity from the Borrower with respect thereto which is reasonably satisfactory to the Bank.

Rights, Duties, etc. The acceptance by the Collateral Agent Security Deposit Trustee of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Collateral AgentSecurity Deposit Trustee: (a) it shall act hereunder as an agent only and shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it in good faith believes to be genuine; (c) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its own gross negligence, negligence or willful misconduct or bad faithnegligence in the handling of funds; (d) it may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereof; (e) it shall have no duties hereunder, as Security Deposit Trustee except those which are expressly set forth herein and in any modification or amendment hereof; providedPROVIDED, howeverHOWEVER, that no such modification or amendment hereof shall affect its rights or duties unless it shall have given its prior written consent thereto; (f) it may execute or perform any duties hereunder either directly or through administrative agents or attorneys selected with reasonable careattorneys; (g) it may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent or administrative agent trustee for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Agent the Security Deposit Trustee hereunder; and; (h) it shall not be obligated to take any action which in its reasonable judgment would involve it in any material expense or liability unless it has been furnished with reasonable indemnity; (i) except in so far as such provisions may conflict with or be limited by the terms hereof, the provisions applicable to the Security Trustee under the Security Agreement, insofar as they relate to this Agreement, are hereby incorporated by reference herein; (j) the standard of liability of the Security Trustee hereunder is as provided in Section 7.1 of the Security Agreement; and (k) the provisions of Section 7.5 of the Security Agreement shall be applicable to this Agreement, mutatis mutandis.

Rights, Duties, etc. The acceptance by the Collateral Security Agent of its respective duties hereunder and under the other Lessee Security Documents is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the its rights, duties, liabilities and immunities of the Collateral Agentimmunities: (ai) it shall act hereunder as an agent only and shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds funds, securities or securities other amounts deposited with or held by it; (bii) it shall be protected and held harmless in acting or refraining from acting upon upon, and shall not be bound to make any investigation into the facts or other matters stated in, any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it the Security Agent in good faith believes to be genuine; (ciii) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful misconduct or bad faith; (div) it may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereofhereof or otherwise in connection with its duties as Security Agent hereunder; (ev) it shall have no duties hereunder, as Security Agent except those which are expressly set forth herein and in any modification or amendment hereof, and it is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement other than the Collateral Security Documents; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent thereto; (fvi) it may execute or perform any duties hereunder and under the other Lessee Security Documents (other than the holding of the Accounts and stock certificates or any other collateral which is required to be held by it for purposes of perfection) either directly or through administrative agents or attorneys selected with reasonable care; (gvii) it may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent trustee or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Security Agent hereunder; (viii) it shall have no right of set-off against any Account; (ix) it hereby waives any and all Liens which may arise from time to time in its favor on any Account or any other amounts received by it pursuant to this Agreement; and (hx) it shall not be obligated to take any action which in its reasonable judgment would involve it in expense or liability unless it has been furnished with reasonable indemnityan indemnity reasonably satisfactory to it.

Rights, Duties, etc. The acceptance by the Collateral Security Agent of its respective duties hereunder is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the Security Agent's rights, duties, liabilities and immunities of the Collateral Agentimmunities: (a) it shall act hereunder as an agent only and shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it; (b) it shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it the Security Agent in good faith believes to be genuine; (c) it shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful wilful misconduct or bad faith; (d) it may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereof; (e) it shall have no duties hereunder, as Security Agent except those which are expressly set forth herein and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its duties unless it shall have given its prior written consent thereto; (f) it may execute or perform any duties hereunder either directly or through administrative agents or attorneys selected with reasonable careattorneys; (g) it may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, collateral agent trustee or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Security Agent hereunder; and (h) it shall not be obligated to take any action which in its reasonable judgment would involve it in expense or liability unless it has been furnished with reasonable indemnity (it being understood and agreed that the general indemnity of the Partnership will constitute a reasonable indemnity).

Rights, Duties, etc. The acceptance by the Collateral Depositary Agent of its respective duties hereunder under this Agreement is subject to the following terms and conditions which the parties to this Agreement hereby agree shall govern and control with respect to the Depositary Agent's rights, duties, liabilities and immunities of the Collateral Agentimmunities: (a) it Depositary Agent shall act as an agent only and shall not be responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds or securities deposited with or held by it, except as set forth in Section 6.1(c) hereof; (b) it Depositary Agent shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein containedcontained therein, which it Depositary Agent in good faith believes to be genuine; (c) it Depositary Agent shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its gross negligence, willful misconduct or bad faith; (d) it Depositary Agent may consult with and obtain advice from counsel of its own choice in the event of any dispute or question as to the construction of any provision hereofof this Agreement; (e) it Depositary Agent shall have no duties hereunder, as Depositary Agent except those which are expressly set forth herein in this Agreement and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its Depositary Agent's duties unless it Depositary Agent shall have given its prior written consent theretoto such modification or amendment; (f) it Depositary Agent may execute or perform any duties hereunder under this Agreement either directly or through administrative agents or attorneys selected with reasonable careattorneys; (g) it Depositary Agent may engage or be interested in any financial or other transactions with any party hereto to this Agreement and may act on, or as depositary, collateral agent trustee or administrative agent for, any committee or body of holders of obligations of such Persons as freely as if it were not Collateral Depositary Agent hereunder; and (h) it Depositary Agent shall not be obligated to take any action which in its reasonable judgment would involve it in expense or liability unless it has been furnished with reasonable indemnity.