Common use of Rights of Collateral Agent Clause in Contracts

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its duties under the Security Documents or this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it under or in connection with any Security Document or this Agreement (except for its gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Senior Parties for any recitals, statements, representations or warranties made in any Security Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement or for any failure of the Company or any other Person to perform their obligations thereunder. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Security Document or this Agreement, or to inspect the properties, books or records of the Company. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or upon advice and/or statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior Parties, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to law or the terms of this Agreement or the other Security Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriate, (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party Certificates, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e). (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties hereunder or under the other Security Documents or (iv) the failure by the Company to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this Agreement.

Rights of Collateral Agent. (a) The Collateral Agent may execute and effect any of its duties under the Security Documents or this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken in good faith by it or such Person under or in connection with any Security Document or this Agreement (except for its or such Person's own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any of the Senior Parties Lenders for any recitals, statements, representations or warranties made by any Borrower or any officer thereof contained in any Security Loan Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, with any Security Loan Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement any Loan Document, or for any failure of the Company or any other Person Borrower to perform their its obligations thereunder. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, of any Security Loan Document or this Agreement, or to inspect the properties, books or records of the Companyany Borrower. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, relying upon any note, writing, resolution, request, direction, certificate, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or and upon advice and/or and statements of legal counsel (including, without limitation, counsel to the CompanyBorrowers), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior Parties, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing to take any action hereunder or under any Security other Loan Document or this Agreement (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal counsel)Agent, be contrary to law or the terms of this Agreement or the other Security Loan Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received receive any such advice or concurrence of the Required Senior Parties Administrative Agent or the Majority Lenders as it deems appropriate, or (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, if it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) Lenders against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payableaction. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Loan Document or this Agreement in accordance with a request of either the Required Senior Parties contained in Senior Party CertificatesAdministrative Agent or the Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior PartiesLenders. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior PartiesLenders, identifying the proposed actionaction and the provisions that it considers are or may be ambiguous or inconsistent, and may decline either to perform such function or responsibility or to take the action requested exercise such discretionary power unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons Majority Lenders that the Required Senior Parties Majority Lenders concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Subject to the provisions of Sections 3.01(b) and 5.01 hereof, the Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties Majority Lenders in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior PartiesLenders. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e). (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties hereunder or under the other Security Documents or (iv) the failure by the Company to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this Agreement.

Rights of Collateral Agent. (a) The Collateral Agent (i) may execute any of its duties under the Security Documents or this Agreement Deed of Trust by or through agents agents, experts or attorneys-in-fact and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any such agent, expert or attorney-in-fact appointed with due care by it hereunder, and (ii) shall be entitled to advice of counsel concerning all matters pertaining to of its selection, and the advice of such dutiescounsel 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. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it under or in connection with any Security Document or this Agreement Deed of Trust (except for for, in the case of the Collateral Agent, its gross negligence or negligence, willful misconduct, or bad faith), (ii) liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the rights or powers conferred upon it hereunder, or (iiiii) responsible in any manner to any of the Senior Secured Parties for any recitals, statements, representations or warranties made in any Security Document or this Agreement Deed of Trust or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Document or this Agreement Deed of Trust or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Deed of Trust or the Security Documents or this Agreement Mortgaged Property or for any failure of the Company Grantor or any other Person to perform their its obligations thereunderhereunder. The Collateral Agent shall not be under any obligation to any Senior Secured Party or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Security Document or this AgreementDeed of Trust, or to inspect the properties, books or records of the CompanyGrantor. (c) The Collateral Agent shall be entitled to relyrely conclusively, and shall be fully protected in relying, relying upon any note, writing, resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or upon advice and/or statements of legal counsel (including, without limitation, who may be counsel to the CompanyGrantor or any Secured Party), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior Secured Parties, the Collateral Agent shall be entitled to relyrely conclusively, and shall shall, subject to the other terms of this Deed of Trust, be fully protected in relying on any Senior Secured Party Certificate delivered by Certificate. In connection with any request or direction of Grantor pursuant to a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Partiesrequest for a release, the Collateral Agent shall act be entitled to rely conclusively, and shall, subject to the terms of this Deed of Trust, be fully protected in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposurerelying on any request for release and/or supporting evidence. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement Deed of Trust (i) if such action would, in the opinion of the Collateral Agent (which may be based on the advice or opinion of legal counsel), be contrary to law (including if the Collateral Agent would not be qualified to act) or the terms of this Agreement or the other Security DocumentsDeed of Trust, (ii) if such action is not specifically provided for in such Security Document or this Agreement Deed of Trust or it shall not have received any such advice or concurrence of the Required Senior Secured Parties as it deems appropriate, or (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this AgreementDeed of Trust, it shall not first be indemnified to its satisfaction by the Senior Secured Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payableaction. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement Deed of Trust in accordance with a request of the Required Senior Secured Parties contained in Senior Secured Party Certificates, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Secured Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement Deed of Trust relating to the functions or functions, responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior PartiesSecured Party Representatives and Grantor, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties Secured Parties, executed by Authorized Representatives of such Persons Secured Party Representatives, that the Required Senior Secured Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document Deed of Trust or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Secured Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Secured Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received at the Corporate Trust Office a written notice or a certificate from an Authorized Representative a Secured Party Officer of a Senior Secured Party Representative or the Company Grantor stating that a default or an Event of Default has occurred, and such notice or certificate references the Deed of Trust. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Document Deed of Trust shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability liability, including an advance of funds moneys necessary to take the action requested requested, is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds moneys necessary to take the action requested. If In the event that the Collateral Agent receives such a notice of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior PartiesSecured Party Representatives. The Senior Secured Parties shall provide evidence of indemnity to the Collateral Agent which is satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties Secured Parties, including, but not limited to, an advance of funds moneys necessary to take the action requested. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e). (f) The Company Grantor will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and documented out-of-pocket fees and expenses, including the reasonable fees and expenses of its one counsel (for the Collateral Agent and any one local counsel for the Collateral Agent (unless in the good faith opinion of the Collateral Agent or such counsel it would be inappropriate under applicable standards of legal professional conduct due to an actual or potential conflict of interest, to have only one counsel) and of any experts and agents), which the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsDeed of Trust, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the CollateralMortgaged Property, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties hereunder or under the other Security Documents this Deed of Trust, or (iv) the failure by the Company Grantor to perform or observe any of the provisions hereof or of any of the other Security Documentsdocuments evidencing or relating to any of the Obligations. The provision of this Section 5.2(f14(f) shall survive the expiration or earlier termination of this AgreementDeed of Trust and the resignation or removal of the Collateral Agent. (g) Neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Mortgaged Property or for any delay in doing so. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interests in the Mortgaged Property and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. The Collateral Agent shall have no duty or liability as to the taking of any necessary steps to preserve or protect the Mortgaged Property or to preserve rights against prior parties. (h) The Collateral Agent shall not be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or Lien granted under this Deed of Trust, (ii) the filing, re-filing, recording, re-recording or continuing of any document, financing statement, mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times or (iii) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect to any of the Mortgaged Property. The actions described in items (i) through (iii) shall be the responsibility of Grantor. (i) No permissive or discretionary power or authority available to the Collateral Agent shall be construed to be a duty. (j) Under no circumstances shall the Collateral Agent be liable for any special, punitive, indirect, exemplary or consequential damages, regardless of the form of action and even if the same were foreseeable. (k) The Collateral Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Deed of Trust arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action.

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its duties under the any Security Documents or this Agreement Document by or through agents, sub-agents or attorneys-in-fact and shall be entitled to rely on the advice of counsel (including counsel to the Borrower) concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction). (b) Neither the Collateral Agent nor its Affiliates nor any of its their respective officers, directors, employees, agents, agents or attorneys-in-fact or affiliates shall be (i) liable to any of the Secured Parties for any action lawfully taken or omitted to be taken by it hereunder or under or in connection with any Security Document or this Agreement (except for its gross negligence negligence, willful misconduct or willful misconduct) unlawful acts, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (ii) responsible in any manner to any of the Senior Secured Parties for any recitals, statements, representations or warranties made by the Borrower or any other Loan Party or any representative of any thereof contained in any Security Credit Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Credit Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Credit Documents, or the perfection or priority of any Lien or security interest created or purported to be created under the Security Documents or this Agreement Documents, or for any failure of the Company Borrower or any other Person Loan Party to perform their obligations thereunder. The Collateral Agent as such shall not be under any obligation to any Senior Secured Party or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Security Credit Document or this Agreement, or to inspect the properties, books or records of the CompanyBorrower or any other Loan Party. (c) The Collateral Agent shall be entitled to relyrely conclusively, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, certificate, affidavit, letter, cablegramtelecopy, telegram, telecopyelectronic mail message, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or and upon advice and/or and statements of legal counsel (including, without limitation, including counsel to the CompanyBorrower), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior Parties, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to law or the terms of this Agreement or the other Security Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriate, (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement or any other Credit Document in accordance with a request or consent of the Required Senior Voting Parties contained in Senior Party Certificates, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Secured Parties. (d) IfThe Borrower agrees to pay, with respect to a proposed action to be taken by itwithin 15 days after written demand, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e). (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and documented out-of-pocket expenses, including the reasonable fees and expenses documented Attorney Costs of its one New York counsel (and any one local counsel) state counsel in each other applicable jurisdiction, and the reasonable costs of any experts and agents, agents which the Collateral Agent may reasonably incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Secured Parties hereunder or under any of the other Security Documents or (iv) the failure by the Company Borrower, any other Loan Party or any Affiliate thereof to perform or observe any of the provisions hereof of the Security Documents. (e) Whether or not the transactions contemplated hereby are consummated, the Secured Parties shall indemnify upon demand the Collateral Agent (to the extent the Collateral Agent is required to be but is not reimbursed by or on behalf of the Loan Parties and without limiting the obligation of the Loan Parties to do so), pro rata (at the time such indemnity is sought), and hold harmless the Collateral Agent from and against any and all Indemnified Liabilities incurred by it; provided that no Secured Party shall be liable for the payment to the Collateral Agent of any portion of such Indemnified Liabilities resulting from the gross negligence or willful misconduct of the Collateral Agent as determined by the final judgment of a court of competent jurisdiction; provided further that no action taken in accordance with the directions of the Controlling Authorized Representative or the Required Voting Parties shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 5.01(e). In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 5.01(e) applies whether any such investigation, litigation or proceeding is brought by any Secured Party or any other Person. The undertaking in this Section 5.01(e) shall survive termination of the Secured Obligations, the payment of all other Obligations and the resignation of the Collateral Agent. (f) Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless the Collateral Agent (“Indemnified Secured Party”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against the Indemnified Secured Party in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Credit Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby, (b) any Commitment or Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any Subsidiary, or any Environmental Liability related in any way to the Borrower or any Subsidiary, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for or defense of any pending or threatened claim, investigation, litigation or proceeding), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnified Secured Party; provided that such indemnity shall not, as to the Indemnified Secured Party, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence, bad faith or willful misconduct of the Indemnified Secured Party. Neither the Indemnified Secured Party nor the Borrower shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Financial Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 5.01(f) applies, such indemnity shall be effective whether or not any of the transactions contemplated hereunder or under any of the other Security DocumentsCredit Documents is consummated. All amounts due under this Section 5.01(f) shall be paid within ten (10) Business Days after demand therefor. The provision of agreements in this Section 5.2(f5.01(f) shall survive the expiration or earlier resignation of the Collateral Agent, the replacement of any Secured Party, the termination of any Secured Obligation and the repayment, satisfaction or discharge of all the other Obligations. (g) Each Secured Party acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Secured Party as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Secured Party represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Group, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this AgreementAgreement and to extend credit to the Borrower under the Credit Documents. Each Secured Party also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Secured Parties by any Agent herein, such Agent shall not have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Affiliates which may come into the possession of any Agent-Related Person. (h) Barclays Bank PLC and its Affiliates may make loans to, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrower and its Affiliates as though Barclays Bank PLC were not the Collateral Agent hereunder and without notice to or consent of the Secured Parties. The Secured Parties acknowledge that, pursuant to such activities, Barclays Bank PLC or its Affiliates may receive information regarding the Borrower or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower or such Affiliates) and acknowledge that the Collateral Agent shall be under no obligation to provide such information to them.

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its duties under conclusively rely on the Security Documents or this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it under or in connection with any Security Document or this Agreement (except for its gross negligence or willful misconduct) or (ii) responsible in any manner to any truth of the Senior Parties for any recitals, statements, representations or warranties made in any Security Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency statements and correctness of the Security Documents or this Agreement or for any failure of the Company or any other Person to perform their obligations thereunder. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements opinions contained in, or conditions of, any Security Document or this Agreement, or to inspect the properties, books or records of the Company. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected in relyingfrom acting or refraining from acting upon, upon any note, writing, resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent signed or made presented by the proper Person person. Collateral Agent need not investigate any fact or Persons and/or upon advice and/or statements matter stated in the document. (b) Before Collateral Agent acts or refrains from acting, it may require an Officer's Certificate or an Opinion of legal Counsel or both. Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer's Certificate or Opinion of Counsel. Prior to taking, suffering or admitting any action, Collateral Agent may consult with counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the of Collateral Agent. In connection 's own choosing and the advise of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement. (e) Unless otherwise specifically provided in this Agreement, any demand, request, direction or notice from Company shall be sufficient if signed by an Officer of Company. (f) Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of the Required Senior Parties, the Holders unless such Holders shall have offered to Collateral Agent shall be entitled security or indemnity satisfactory to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Partiesagainst the costs, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to law or the terms of this Agreement or the other Security Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriate, (iii) if, in connection with the taking of any such action hereunder or under any Security Document expenses and liabilities that would constitute an exercise of remedies under such Security Document or this Agreement, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may might be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection compliance with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party Certificates, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Partiesdirection. (dg) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect charged with knowledge or notice of the occurrence of any default Default or Event of Default with respect to the Notes unless either (1) a Responsible Officer of Collateral Agent shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of default shall have been given to Collateral Agent by Company or any other event unless and until a Responsible Officer Holder of the Notes. (h) The rights, privileges, protections, immunities and benefits given to Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior including without limitation, its right to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusivelyindemnified, are extended to, and shall be fully protected in so relyingenforceable by, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any each of its duties capacities hereunder or under any Security Document or the exercise of any of its rights or powersand each agent, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary custodian and other Person employed to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the act hereunder. (i) Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, request that company deliver an advance Officer's Certificate setting forth the names of funds necessary individuals and/or titles of officers authorized to take the action requested. If the Collateral Agent receives such a notice of the occurrence of specified actions pursuant to this Agreement, including any Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Event of Default person specified as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e)authorized in any such certificate previously delivered and not superseded. (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties hereunder or under the other Security Documents or (iv) the failure by the Company to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this Agreement.

Rights of Collateral Agent. (a) The Collateral Agent may execute and effect any of its duties under the Security Documents or this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken in good faith by it or such Person under or in connection with any Security Document or this Agreement (except for its or such Person's own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any of the Senior Secured Parties for any recitals, statements, representations or warranties made by the Borrower or any officer thereof contained in any Loan Document, Security Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Loan Document, Security Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the any Security Documents or this Agreement Loan Documents, or for any failure of the Company or any other Person Borrower to perform their its obligations thereunder. The Collateral Agent shall not be under any obligation to any Senior Secured Party or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Security Document or this AgreementDocument, or to inspect the properties, books or records of the CompanyBorrower. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, relying upon any note, writing, resolution, request, direction, certificate, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or and upon advice and/or and statements of legal counsel (including, without limitation, counsel to the CompanyBorrower), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior Parties, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Security Document or this Agreement (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal counsel)Agent, be contrary to law or the terms of this Agreement or the other Security Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received receive any such advice or concurrence of the Administrative Agent or the Required Senior Parties Creditors as it deems appropriate, or (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, if it shall not first be indemnified to its satisfaction by the Senior Secured Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payableaction. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of either Administrative Agent or the Required Senior Parties contained in Senior Party CertificatesCreditors, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Secured Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Secured Parties, identifying the proposed actionaction and the provisions that it considers are or may be ambiguous or inconsistent, and may decline either to perform such function or responsibility or to take the action requested exercise such discretionary power unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons Creditors that the Required Senior Parties Creditors concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Subject to the provisions of Sections 3.01(d) and 5.01 hereof, the Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties Creditors in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Secured Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice Default Exercise Notice, Acceleration Notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default or Unmatured Default has occurredoccurred from a Secured Party or the Borrower. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice Default Exercise Notice, Acceleration Notice or certificate to inquire whether a default an Unmatured Default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, relying on any notice Default Exercise Notice, Acceleration Notice or certificate so furnished to it. The Collateral Agent may, but shall not be obligated to, take action hereunder on the basis of an Event of Default whether or not the Collateral Agent has received any Default Exercise Notice, Acceleration Notice or certificate stating that an Event of Default has occurred. No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless . (f) In determining whether it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary has been directed to take action or refrain from taking action by the action requested. If the Collateral Agent receives such a notice of the occurrence of any Event of DefaultRequired Creditors, the Collateral Agent shall give notice thereof be entitled to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity request and to the Collateral Agent for any action directed rely upon a certificate signed by the Required Senior Parties including, but not limited to, an advance of funds necessary Administrative Agent (in its capacity as such under each Credit Agreement) as to take any directions from the action requested. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e)Majority Lenders under either Credit Agreement. (fg) The Company Borrower will pay upon demand pay to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur in connection with (i) the preparation, execution and delivery and the administration of this Agreement and the other Security Documents, and any proposed modification, amendment, consent or waiver relating thereto (whether or not executed), (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Secured Parties hereunder or under the other Security Documents or (iv) the failure by the Company Borrower to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this Agreement.

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its duties under the Security Documents or this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it under or in connection with any Security Document or this Agreement (except for its gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Senior Parties for any recitals, statements, representations or warranties made in any Security Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement or for any failure of the Company or any other Person to perform their obligations thereunder. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Security Document or this Agreement, or to inspect the properties, books or records of the Company. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or upon advice and/or statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior Parties, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; providedPROVIDED, howeverHOWEVER, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in the opinion of the Collateral Agent (which may be based on the advice or opinion of legal counsel), be contrary to law or the terms of this Agreement or the other Security Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriate, (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party Certificates, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e). (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties hereunder or under the other Security Documents or (iv) the failure by the Company to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this Agreement.

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its the trusts or powers hereunder or perform any duties under the Security Documents hereunder either directly or this Agreement by or through agents agents, attorneys, custodians or attorneys-in-fact nominees appointed with due care and shall not be responsible for the acts or omissions of any agent, attorney, custodian or nominee so appointed. The Collateral Agent shall be entitled to seek the advice of its independent counsel concerning all matters pertaining to this Agreement and shall not be liable for any action or inaction based in good faith on such dutiesadvice. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be be: (i) liable to any of the Secured Parties or any other Person for any action actions lawfully taken or omitted to be taken by it under or in connection with any Security Document or this Agreement them hereunder (except for its such losses, damages or expenses which have been finally adjudicated by a court of competent jurisdiction to have directly resulted from the Collateral Agent's gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Senior Secured Parties or any other Person for any recitals, statements, representations or warranties made by the Borrower, Holdings, any Credit Party, or any other party to a Transaction Document, any other Person or any authorized officer of any thereof contained in any Security Transaction Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Transaction Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Collateral or the Transaction Documents or this Agreement or for any failure of the Company Borrower, Holdings, any Credit Party, any Obligor or any other party to a Transaction Document or any other Person to perform their its obligations thereunder. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Security Document or this AgreementTransaction Document, or to inspect the properties, books or records of the Companyany Borrower, Holdings, any Obligor, any Credit Party or any other party to a Transaction Document. (c) The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon (i) any note, writing, resolution, request, direction, certificate, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype electronic mail message, statement, order or other document (whether in original or conversation facsimile form) reasonably believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or upon Persons, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein. and (ii) advice and/or and statements of legal counsel (including, without limitation, counsel to the Company)counsel, independent accountants and other experts selected by the Collateral Agent. In connection with . (d) Neither the Collateral Agent nor any request of its officers, directors, employees, agents or direction attorneys-in-fact shall be liable to the Borrower, Holdings, any Obligor, any Credit Party or any of the Required Senior PartiesSecured Parties or any other Person for any act or omission on their part except for any such act or omission that is the result of their gross negligence or willful misconduct. The powers conferred on the Collateral Agent hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of the Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall be entitled have no other duty as to relythe Collateral, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event whether or not the Collateral Agent receives conflicting directions contained or any of the other Secured Parties have or are deemed to have knowledge of any matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to the Collateral. The Collateral Agent shall not be liable for any interest on any money received by it. The Collateral Agent shall be deemed to have exercised reasonable care in Senior Party Certificates representing two or more groups the custody and preservation of Required Senior Parties, the Collateral in its possession if the Collateral is accorded treatment at least equal to that which the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing accords similar assets held for the greatest percentage benefit of the Combined Exposure. third parties. (e) The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in or any other Transaction Document unless it shall first receive written direction from the opinion of Required Lenders as the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to law or the terms of this Agreement or the other Security Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or reasonably deems appropriate and/or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriate, (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) applicable Lenders against any and all risk of nonpayment, liability and expense which (including reasonable attorneys’ fees and disbursements and settlement costs) that may be incurred by it by reason of taking or continuing to take any such action or (iv) ifaction, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party Certificates, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e). (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties hereunder or under the other Security Documents or (iv) the failure by the Company to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this Agreement.the

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its the trusts or powers hereunder or perform any duties under the Security Documents hereunder either directly or this Agreement by or through agents agents, attorneys, custodians or attorneys-in-fact nominees appointed with due care and shall not be responsible for the acts or omissions of any agent, attorney, custodian or nominee so appointed. The Collateral Agent shall be entitled to seek the advice of its independent counsel concerning all matters pertaining to this Agreement and shall not be liable for any action or inaction based in good faith on such dutiesadvice. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be be: (i) liable to any of the Secured Parties or any other Person for any action actions lawfully taken or omitted to be taken by it under or in connection with any Security Document or this Agreement them hereunder (except for its such losses, damages or expenses which have been finally adjudicated by a court of competent jurisdiction to have directly resulted from the Collateral Agent's gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Senior Secured Parties or any other Person for any recitals, statements, representations or warranties made by the Borrower, Holdings, any Credit Party, or any other party to a Transaction Document, any other Person or any authorized officer of any thereof contained in any Security Transaction Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Transaction Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Collateral or the Transaction Documents or this Agreement or for any failure of the Company Borrower, Holdings, any Credit Party, any Obligor or any other party to a Transaction Document or any other Person to perform their its obligations thereunder. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Security Document or this AgreementTransaction Document, or to inspect the properties, books or records of the Companyany Borrower, Holdings, any Obligor, any Credit Party or any other party to a Transaction Document. (c) The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon (i) any note, writing, resolution, request, direction, certificate, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype electronic mail message, statement, order or other document (whether in original or conversation facsimile form) reasonably believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or upon Persons, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein. and (ii) advice and/or and statements of legal counsel (including, without limitation, counsel to the Company)counsel, independent accountants and other experts selected by the Collateral Agent. In connection with . (d) Neither the Collateral Agent nor any request of its officers, directors, employees, agents or direction attorneys-in-fact shall be liable to the Borrower, Holdings, any Obligor, any Credit Party or any of the Required Senior PartiesSecured Parties or any other Person for any act or omission on their part except for any such act or omission that is the result of their gross negligence or willful misconduct. The powers conferred on the Collateral Agent hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of the Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall be entitled have no other duty as to relythe Collateral, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event whether or not the Collateral Agent receives conflicting directions contained or any of the other Secured Parties have or are deemed to have knowledge of any matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to the Collateral. The Collateral Agent shall not be liable for any interest on any money received by it. The Collateral Agent shall be deemed to have exercised reasonable care in Senior Party Certificates representing two or more groups the custody and preservation of Required Senior Parties, the Collateral in its possession if the Collateral is accorded treatment at least equal to that which the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing accords similar assets held for the greatest percentage benefit of the Combined Exposure. third parties. (e) The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in or any other Transaction Document unless it shall first receive written direction from the opinion of Required Lenders as the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to law or the terms of this Agreement or the other Security Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or reasonably deems appropriate and/or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriate, (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) applicable Lenders against any and all risk of nonpayment, liability and expense which (including reasonable attorneys’ fees and disbursements and settlement costs) that may be incurred by it by reason of taking or continuing to take any such action or (iv) ifaction, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party Certificates, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting not incur any liability for any determination made or refraining from acting upon the confirmation written instruction of the Required Senior Parties Lenders or the Administrative Agent. Notwithstanding anything herein to the contrary, in this respect, and such confirmation no event shall be binding upon the Collateral Agent be required to take any action (including any action that may be directed by the Required Lenders) that exposes it to liability, financial or otherwise, or requires it to expend or risk its own funds or that is contrary to this Agreement or any applicable law. (f) The Collateral Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Credit Parties and the other Senior Partiesparties to the Transaction Documents without regard to its acting as Collateral Agent hereunder and under the other Transaction Documents. (eg) The For the purposes of this Agreement and all other Transaction Documents, the Collateral Agent shall not be deemed to have actualknowledge of, constructiveor have any duty to ascertain or inquire into: (i) the occurrence of any Unmatured Initial Servicer Default, direct Initial Servicer Default, Early Amortization Event, Event of Default or indirect knowledge or Unmatured Event of Default unless and until it has received written notice informing it of the occurrence of any default or such Unmatured Initial Servicer Default, Initial Servicer Default, Early Amortization Event, Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Unmatured Event of Default has occurredor (ii) the existence, the content, or the terms and conditions of any other agreement, instrument or document, in each case, to which it is not a party, whether or not referenced herein. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Unmatured Initial Servicer Default, Initial Servicer Default, Early Amortization Event, Event of Default or Unmatured Event of Default as so requested is required or permitted to be taken by it pursuant to Section 2.3(a) subjectthis Agreement following the occurrence of such Unmatured Initial Servicer Default, howeverInitial Servicer Default, to the third sentence Early Amortization Event, Event of this Section 5.2(e)Default or Unmatured Event of Default. (fh) The Company will pay upon demand Anything contained herein or in any of the Transaction Documents to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expensescontrary notwithstanding, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur in connection with each party hereto hereby agrees that (i) no Secured Party shall have any right individually to realize upon any of the administration Collateral, it being understood and agreed that all powers, rights, and remedies hereunder may be exercised solely by the Collateral Agent, on behalf of the Secured Parties and all powers, rights, and remedies under the this Agreement and the other Security Transaction Documents with respect to the Collateral may be exercised solely by the Collateral Agent, in each case to the extent permitted by applicable law and in accordance with the terms hereof and the other Transaction Documents, and (ii) in the custody or preservation of, or event of a foreclosure by the sale of, collection from, or other realization upon, Collateral Agent on any of the CollateralCollateral pursuant to a public or private sale or other disposition permitted herein, the Collateral Agent (iiior its designee) or such holders of the exercise applicable Obligations may be the purchaser or enforcement licensor (whether either directly or through negotiations, legal proceedings one or otherwisemore acquisition vehicles) of any or all of such Collateral at any such sale or other disposition and the Collateral Agent (or its designee), as agent for and representative of the rights Secured Parties (but not any holder or holders of Obligations in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding (either directly or through one or more acquisition vehicles) and making settlement or payment of the purchase price for all or any portion of the Collateral Agent or the Senior Parties hereunder or under the other Security Documents or (iv) the failure by the Company sold at any such public sale, to perform or observe use and apply any of the provisions hereof or of any Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this Agreementdisposition.

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its duties under the Security Documents or this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with any Security Document Intercreditor Collateral or this Agreement (except for its or such Person's own gross negligence or willful misconduct) misconduct as determined in a Final Judgment), or (ii) responsible in any manner to any of the Senior Parties Swap Counterparty, the Company or the Noteholders for any recitals, statements, representations or warranties made by the Swap Counterparty, the Parent or the Company or any officer of any of them contained in this Agreement, any Security Document or this Agreement Intercreditor Collateral or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Document or this Agreement or any of the Intercreditor Collateral or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Security Documents Intercreditor Collateral or this Agreement the Notes or for any failure of the Company or any other Person the Swap Counterparty to perform their obligations hereunder or thereunder. The Collateral Agent shall not be under any obligation to any Senior Party the Swap Counterparty, the Company or any other Person the Noteholders to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Security Document or this AgreementIntercreditor Collateral, or to inspect the properties, books or records of the CompanyCompany or the Swap Counterparty. (c) The Collateral Agent shall have no obligation whatsoever to the Swap Counterparty, the Noteholders or to any other Person to assure that the Intercreditor Collateral exists or is owned by the Company, or is cared for, protected or insured or has been encumbered or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and power granted or available to the Collateral Agent in this Agreement or in the Intercreditor Collateral. (d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or and upon advice and/or and statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior Parties, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing to take any action hereunder or under any Security Document or this Agreement Intercreditor Collateral (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal or its counsel), be contrary to law or the terms of this Agreement or the other Security Documentsany Intercreditor Collateral, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received any receive such instructions, advice or concurrence of the Required Senior Parties such Persons as it deems appropriate, necessary or appropriate or (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, if it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity Swap Counterparty and the Collateral Agent) Noteholders against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payableaction. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement or any Intercreditor Collateral in accordance with a request of the Required Senior Parties contained in Senior Party CertificatesSwap Counterparty, a Majority of the Noteholders or such other Persons whose approval, consent or instructions are expressly required under the terms of this Agreement or any Intercreditor Collateral, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Parties. (d) If, with respect to a proposed action to be taken by itSwap Counterparty, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement Noteholders or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, other Persons and such confirmation shall be binding upon the Collateral Agent their successors and the other Senior Partiesassigns. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default Default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice from the Trustee describing such Default or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving and the agreement under which it arises and stating that such notice or certificate to inquire whether is a default or an Event "notice of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to itdefault". No provision of this Agreement or any other Security Document shall require In the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing event that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of the occurrence of any Event of Defaultnotice, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to Swap Counterparty, the Collateral Agent for any action directed by Company and the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requestedNoteholders. The Collateral Agent shall take such action with respect to such Event of Default as so requested shall be required herein pursuant to Section 2.3(a) subject, however, to the third sentence of this 4.2 or Section 5.2(e). (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties hereunder or under the other Security Documents or (iv) the failure by the Company to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this Agreement.4.3

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its duties under the Security Documents or this Agreement or any other Collateral Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates shall be (i) be liable to any Holder for any action lawfully taken or omitted to be taken by it under or in connection with this Agreement or any Security other Collateral Document or this Agreement in connection with the Collateral (except for its such action taken or omitted with gross negligence or willful misconduct) or (ii) be responsible in any manner to any of the Senior Parties Holders for any recitals, statements, representations or warranties made by the Company or any representative thereof contained in any Security Document or this Agreement or any other Transaction Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Document or this Agreement or any other Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement or any other Transaction Document or for any failure of the Company or any other Person to perform their its obligations thereunder. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Security Document or this Agreementother Transaction Document, or to inspect the properties, books or records of the Company. (c) The As between the Holders and the Collateral Agent, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or and upon advice and/or and statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior PartiesHolder(s), the Collateral Agent shall be entitled to rely, rely and shall be fully protected in relying on a certificate of any Senior Party Certificate delivered Person, signed by a Senior Party; providedan authorized representative of such Person, howeversetting forth the amount and type of Obligations held by such Person as of the date of such certificate, which certificate shall state that in the event Person signing such certificate is an authorized representative of such Person and shall state specifically the Collateral Document and provision thereof pursuant to which the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposureis being directed to act. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement or any other Collateral Document (i) if such action would, in the reasonable opinion of the Collateral Agent (which may be based on the opinion of legal counsel)Agent, be contrary to law or the terms of this Agreement or the other Security Documents, Collateral Documents or (ii) if such action is not specifically provided for in such Security Document or this Agreement or other Collateral Document it shall not have received any such advice or concurrence of the Required Senior Parties Holder(s) as it deems appropriate, (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement or any other Collateral Document in accordance with a request of the Required Senior Parties contained in Senior Party Certificates, Holder(s) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Senior PartiesHolders. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default Default or Event of Default or any other event unless and until a Responsible Officer an officer of the Collateral Agent responsible for the administration of this Agreement has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company Holder stating that a default Default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default Default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any such notice or certificate so furnished to it. No provision of this Agreement or any other Security Document shall require In the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing event that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of or certificate regarding the occurrence of any Default or Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requestedHolders. The Collateral Agent shall take such action with respect to such Default or Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e).4 hereof. --------- (fe) The Company will pay upon demand to the Collateral Agent upon demand the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may reasonably incur in connection with (i) the administration of this Agreement and the other Security Collateral Documents, (ii) the custody or preservation of, or the sale of, collection from, from or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties Holders hereunder or under the other Security Collateral Documents or (iv) the failure by the Company to perform or observe any of the provisions hereof or of any of the other Security Collateral Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this Agreement.

Rights of Collateral Agent. (a) The Collateral Agent may execute delegate any of its responsibilities or duties under the Security Transaction Documents to one or this Agreement more agents and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such dutiesit hereunder. (b) Neither None of the Collateral Agent nor Agent, its agents or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall their respective Affiliates will be (i) liable for any action lawfully taken or omitted to be taken by it any of them under or in connection with any Security Document or this Agreement (the Transaction Documents, except that each will be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Collateral Agent: (i) may treat the Subordinated Trustee as payee of any Subordinated Note and may treat the Convertible Trustee as payee of any Convertible Debenture and may treat the Revolving Administrative Agent as the “Administrative Agent” under the Revolving Credit Agreement until the receipt of notice of the Revolving Administrative Agent’s resignation or removal and may treat the Term Loan Administrative Agent as the “Administrative Agent” under the Term Loan Credit Agreement until the receipt of notice of the Term Loan Administrative Agent’s resignation or removal; (ii) responsible may consult with legal counsel of its selection (including counsel for the Company or any Guarantor), independent public accountants and other experts selected by it and will not be liable for any action taken or omitted to be taken in any manner good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no representation or warranty to any of the Senior Parties Secured Party (other than as set forth in Section 10(b)) and will not be responsible to any Secured Party for any recitals, statements, representations or warranties made in any Security Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, with the Transaction Documents; (iv) will not have any Security Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement or for any failure of the Company or any other Person to perform their obligations thereunder. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person duty to ascertain or to inquire as to the performance or observance or performance of any of the agreements contained interms, covenants or conditions of, any Security Document or this Agreement, of the Transaction Documents or to inspect the propertiesbooks and records or any other property of Atlantic Power Corporation, books the Company or records the Guarantors; (v) will not be responsible to any of the CompanySecured Parties for the due execution, legality, validity, enforceability, genuineness, sufficiency, existence of, perfection or value of any Transaction Document or Lien or Collateral or any other document or instrument furnished pursuant thereto, or for the failure of any Person (other than the Collateral Agent) to perform its obligations under any Transaction Document; and (vi) will incur no liability under or in respect of this Agreement or any other Transaction Document or otherwise by acting upon any notice, consent, waiver, certificate or other writing or instrument (including facsimiles, telexes, telegrams and cables) believed by it to be genuine and signed or sent by the proper Person or Persons. (c) The Collateral Agent shall will not be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and deemed to have been signed, sent knowledge or made by notice of any Trigger Event unless and until it has received written notice from the proper Person or Persons and/or upon advice and/or statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Collateral Revolving Administrative Agent. In connection with any request or direction of the Required Senior Parties, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior PartiesTerm Loan Administrative Agent, the Collateral Agent Subordinated Trustee, the Convertible Trustee or any other Secured Party, in each case as applicable, referring to this Agreement, describing the Trigger Event and stating that such notice is a “notice of trigger event.” Nothing in this Section 9(c) shall act in accordance with directions contained in Senior Party Certificates representing require the greatest percentage of Subordinated Trustee or the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing Convertible Trustee to take any action or to give any notice which is not required under any Security Document or this Agreement (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to law Subordinated Indenture or the terms of this Agreement or the other Security DocumentsConvertible Indenture, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriate, (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party Certificates, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Partiesapplicable. (d) IfThe Company and the Guarantors, with respect jointly and severally, agree to a proposed action to be taken by it, pay the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e). (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Transaction Documents, (ii) the custody or preservation of, or the sale of, collection from, from or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Secured Parties hereunder or under the other Security Transaction Documents or (iv) the failure by any of the Company or the Guarantors to perform or observe any of the provisions hereof or of any of the other Security Transaction Documents. The . (e) No provision of this Section 5.2(fAgreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (f) The Collateral Agent shall survive be provided executed or true and correct copies of each amendment, notice, waiver, consent or certificate made or delivered with respect to this Agreement or any of the expiration other Transaction Documents sufficiently far in advance of the Collateral Agent being required to take action under this Agreement or earlier termination any other Transaction Document or in respect of this Agreementany such notice, waiver, consent or other certificate delivered in connection therewith so as to allow the Collateral Agent to take any such action.

Rights of Collateral Agent. (a) The Collateral Agent may execute delegate any of its responsibilities or duties under the Security Documents or this Agreement by or through the Transaction Documents to one or more agents or attorneys-in-fact attorneys and the Collateral Agent shall not be entitled to advice responsible for any misconduct or negligence on the part of counsel concerning all matters pertaining to such dutiesany agent or attorney appointed with due care by it hereunder. (b) Neither None of the Collateral Agent nor Agent, its agents, its attorneys or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall their respective Affiliates will be (i) liable for any action lawfully taken or omitted to be taken by it any of them under or in connection with any Security Document or this Agreement (or the Transaction Documents, except that each will be liable for its own gross negligence negligence, willful misconduct or willful misconducta material breach of the Collateral Agent’s obligations under this Agreement. Without limiting the generality of the foregoing, the Collateral Agent: (i) may treat the payee of any Note as the holder thereof until the Collateral Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Collateral Agent; (ii) responsible may consult with legal counsel of its selection, independent public accountants and other experts selected by it and will not be liable for any action taken or omitted to be taken in any manner good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no representation or warranty to any of the Senior Parties Investor and will not be responsible to any Investor for any recitals, statements, representations or warranties made in any Security Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection withwith the Transaction Documents; (iv) will not, except to the extent directed and indemnified by the Required Holders, have any Security Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement or for any failure of the Company or any other Person to perform their obligations thereunder. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person duty to ascertain or to inquire as to the performance or observance or performance of any of the agreements contained interms, covenants or conditions of, any Security Document or this Agreement, of the Transaction Documents or to inspect the properties, Collateral or the books and records or records any other properties of the Company; (v) will not be responsible to any Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any other document or instrument furnished pursuant thereto, or for the failure of any Person (other than the Collateral Agent) to perform its obligations under any Transaction Document; and (vi) will incur no liability under or in respect of this Agreement or any other Transaction Document or otherwise by acting upon any notice, consent, waiver, certificate or other writing or instrument (including facsimiles, telexes, telegrams and cables) believed by it to be genuine and signed or sent by the proper Person or Persons. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or upon advice and/or statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior Parties, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to law or the terms of this Agreement or the other Security Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriate, (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party Certificates, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Parties. (e) The Collateral Agent shall will not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default Default or Event of Default or any other event unless and until it has received written notice from the Company or an Investor referring to the Notes and this Agreement, describing the Default or Event of Default and stating that such notice is a Responsible Officer “notice of default.” (d) In the event not otherwise paid by the Company pursuant to Section 15 of this Agreement, each Investor agrees to pay the Collateral Agent, upon demand, its pro-rata share of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e). (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and Agent’s documented out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur agents in connection with (i) the administration of this Agreement and the other Security Transaction Documents, (ii) the custody or preservation of, or the sale of, collection from, from or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties Investors hereunder or under the other Security Transaction Documents or (ivvi) the failure by the Company to perform or observe any of the provisions hereof or of any of the other Security Transaction Documents. The provision of In the event the Investors have made payments pursuant to this Section 5.2(f14.3(d), any corresponding amounts subsequently paid by the Company to the Collateral Agent pursuant to Section 15 shall be returned to the Investors on a pro-rata basis. The agreements in this Section 14.3(d) shall survive the expiration later of (i) payment and satisfaction in full of the Liabilities, (ii) the resignation or earlier removal of the Collateral Agent, and (iii) the termination of this Agreement. (e) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (f) The Collateral Agent shall be provided executed or true and correct copies of each amendment, notice, waiver, consent or certificate made or delivered with respect to this Agreement or any of the other Transaction Documents sufficiently far in advance of the Collateral Agent being required to take action under this Agreement or any other Transaction Document or in respect of any such notice, waiver, consent or other certificate delivered in connection therewith so as to allow the Collateral Agent to take any such action.

Rights of Collateral Agent. (a) The Collateral Agent may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Collateral Agent need not investigate any fact or matter stated in the document. (b) Before the Collateral Agent acts or refrains from acting, it may require an Officer's Certificate (with respect to factual matters) or an Opinion of Counsel, as applicable. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer's Certificate or Opinion of Counsel. (c) The Collateral Agent may execute any of its the trusts or powers hereunder or perform any duties under the Security Documents hereunder either directly or this Agreement by or through agents or attorneys-in-fact attorneys or a custodian or nominee, and the Collateral Agent shall not be entitled to advice of counsel concerning all matters pertaining to responsible for any misconduct or negligence on the part of, or for the supervision of, any such dutiesagent, attorney, custodian or nominee appointed with due care by it hereunder. (bd) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it under or in connection with any Security Document or this Agreement (except for its gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Senior Parties for any recitals, statements, representations or warranties made in any Security Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement or for any failure of the Company or any other Person to perform their obligations thereunder. The Collateral Agent shall not be under liable for any obligation action it takes or omits to any Senior Party or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Security Document or this Agreement, or to inspect the properties, books or records of the Company. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected take in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by good faith which it believes to be genuine and correct and to have been signed, sent authorized or made by the proper Person within its rights or Persons and/or upon advice and/or statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior Parties, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Partypowers; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to law or the terms of this Agreement or the other Security Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriate, (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment's conduct does not constitute wilful misconduct, liability and expense which may be incurred by it by reason of taking negligence or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party Certificates, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Partiesbad faith. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusivelymay consult with counsel, and shall be fully protected in so relying, on any notice the advice or certificate so furnished to it. No provision opinion of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action counsel with respect to legal matters relating to this Agreement and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e)counsel. (f) The Company will pay upon demand Collateral Agent shall be under no obligation to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Parties shall have offered to the Collateral Agent reasonable security or indemnity against the amount costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Collateral Agent shall, upon the occurrence of a Trust Agreement Event of Default (that has not been cured), exercise the rights and powers vested in it by this Agreement in a manner consistent with Section 6.01. (g) The Collateral Agent shall not be bound to make any and all investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless so requested by the Required Financing Parties or the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Class A-1 Notes; provided, however, that if the payment within a reasonable fees and out-of-pocket expensestime to the Collateral Agent of the costs, including expenses or liabilities likely to be incurred by it in the reasonable fees and expenses making of its counsel (and any one local counsel) and such investigation is, in the opinion of any experts and agentsthe Collateral Agent, which not reasonably assured to the Collateral Agent by the security afforded to it by the terms of this Agreement or the Transaction Documents, the Collateral Agent may incur in connection with (i) require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the administration reasonable expense of this Agreement and every such examination shall be paid by the other Security DocumentsPerson making such request, (ii) the custody or preservation ofor, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of if paid by the Collateral Agent or the Senior Parties hereunder or under the other Security Documents or (iv) the failure Agent, shall be reimbursed by the Company to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this AgreementPerson making such request upon demand.

Rights of Collateral Agent. (a) The Collateral Agent may execute may, or upon the direction of the Required Lenders, shall, in each case at any time on or after the Termination Date, after first notifying the Borrower of its duties intention to do so, notify account debtors, parties to contracts with the Borrower or any Guarantor, obligors on instruments of the Borrower or any Guarantor and obligors in respect of chattel paper of the Borrower or any Guarantor that the right, title and interest of the Borrower and the Guarantors in and under the Security Documents or this Agreement by or through agents or attorneys-in-fact such accounts, such contracts, such instruments and shall be entitled such chattel paper have been assigned to advice of counsel concerning all matters pertaining to such duties. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates and that payments shall be (i) liable for any action lawfully taken or omitted made directly to be taken by it under or in connection with any Security Document or this Agreement (except for its gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Senior Parties for any recitals, statements, representations or warranties made in any Security Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement or for any failure of the Company or any other Person to perform their obligations thereunder. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Security Document or this Agreement, or to inspect the properties, books or records of the Company. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or upon advice and/or statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Collateral Agent. In connection with any Upon the request or direction of the Required Senior Parties, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to law or the terms of this Agreement Required Lenders on or after the other Security DocumentsTermination Date, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriate, (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party CertificatesBorrower will, and will cause the Guarantors to, so notify such request account debtors, such parties to contracts, obligors on such instruments and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that obligors in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requestedsuch chattel paper. If the Collateral Agent receives such a notice of Upon the occurrence and during the continuation of any a Default or an Event of Default, the Collateral Agent shall give notice thereof may in its own name or in the name of others communicate with such parties to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity such accounts, such contracts, such instruments and such chattel paper to verify with such persons to the Collateral Agent for Agent's satisfaction the existence, amount and terms of any action directed by the Required Senior Parties includingsuch accounts, but not limited tocontracts, an advance of funds necessary to take the action requestedinstruments or chattel paper. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Anything in this Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e). (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expensescontrary notwithstanding, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement Collateral Agent and the other Security Documents, Lenders shall not have any of the rights specified in this Section and (ii) the custody or preservation of, or Borrower and the sale of, collection from, or other realization upon, Guarantors shall not have any of the Collateralobligations specified in this Section, in each case with respect to any Securitized Receivables, any Related Security, any Contract (iiias defined on Exhibit I hereto) or any Obligor (as defined on Exhibit I hereto), it being the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any intention and agreement of the rights of Agents and the Collateral Agent or Lenders that the Senior Parties hereunder or under the other Security Documents or (iv) the failure by the Company to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f) shall survive not apply to the expiration SPV, any Property of the SPV or earlier termination any of this Agreementthe Securitized Receivables and the Related Security.

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its duties under the Security Documents or this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with any Security Document or this Agreement (except for its or such Person's own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any of the Senior Secured Parties for any recitals, statements, representations representations. or warranties made by the Grantors or any representative thereof contained in any Security Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Document or with this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement or for any failure of the Company or any other Person Grantors to perform their obligations thereunderhereunder. The Collateral Agent shall not be under any obligation to any Senior Secured Party or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Security Document or this Agreement, or to inspect the properties, books or records of the CompanyGrantors. (ci) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or and upon advice and/or and statements of legal counsel (including, without limitation, counsel to the CompanyGrantors), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior Parties, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (ix) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal counsel)Agent, be contrary to law or the terms of this Agreement Agreement, or the other Security Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriate, (iiiy) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, it shall not first be indemnified to its satisfaction by the Senior Secured Parties (other than or the Trustee in its individual capacity and the Collateral Agent) Grantors against any and all risk of nonpayment, liability and expense which that may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payableaction. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party CertificatesHolders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Secured Parties. (dii) If, with respect to a proposed action to be taken by itAbsent actual knowledge, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Collateral Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Collateral Event of Default has occurredoccurred from a Secured Party or the Grantors. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Collateral Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. The Collateral Agent may, but shall not be obligated to, take action hereunder on the basis of the occurrence of a Collateral Event of Default whether or not the Collateral Agent has received any notice or certificate stating that a Collateral Event of Default has occurred. No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e). (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties hereunder or under the other Security Documents or (iv) the failure by the Company to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this Agreement.

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its duties under the Security Documents or this Agreement by or through agents or attorneys-in-fact and fact, provided that the Collateral Agent shall be entitled to advice liable for any willful misconduct or gross negligence on the part of counsel concerning all matters pertaining to any such dutiesagents or attorneys-in-fact (other than any such agents or attorneys-in-fact retained by the Collateral Agent at the direction of, or with the prior approval of, the Required Holders). (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it under or in connection with any Security Document or this Agreement (except for its own gross negligence or its own willful misconduct) or ), (ii) responsible in any manner to any of the Senior Secured Parties for any recitals, statements, representations or warranties made by the Company or any other party (other than the Collateral Agent) or any representative thereof contained in any Security Document or this Agreement the Financing Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Financing Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement any Financing Document or for any failure of the Company or any other Person party (other than the Collateral Agent) to perform their respective obligations thereunder, (iii) responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds, securities or other amounts deposited with or held by it or (iv) liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person to ascertain or to inquire have no liability in respect of losses incurred as to a result of the observance or performance liquidation of any Permitted Investment prior to its stated maturity or the failure of the agreements contained in, or conditions of, any Security Document or this Agreement, or Company to inspect the properties, books or records of the Companyprovide timely written investment direction. (c) The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons and/or entity and upon advice and/or and statements of legal counsel (including, without limitation, counsel to the Company)counsel, independent accountants and other experts reasonably selected by the Collateral Agent. In connection with any request or direction of the Required Senior PartiesHolders, the Collateral Agent shall be fully protected in relying on a certificate of any Secured Party, reasonably believed by the Collateral Agent to be signed by an authorized representative of such Secured Party, setting forth the Secured Obligations held by such Secured Party as of the date of such certificate, which certificate shall state that the person signing such certificate is an authorized representative of such Secured Party and shall state specifically which provision of this Agreement pursuant to which the Collateral Agent is being directed to act. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying relying, in good faith on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposuresuch certificate. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in the reasonable opinion of the Collateral Agent (which may be based on the opinion of legal counsel)Agent, be contrary to law or the terms of this Agreement or the other Security DocumentsAgreement, (ii) if such action is not specifically provided for in such Security Document or this Agreement Agreement, or it shall not have received any such advice or concurrence of the Required Senior Parties Holders as it deems appropriate, appropriate or (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document this Agreement or this Agreementthe Note Purchase Agreement or is pursuant to a direction or request of the Required Holders described in 2.2(e) hereof, it shall not first be indemnified to its reasonable satisfaction by the Senior Secured Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payableaction. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party CertificatesHolders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Secured Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine reasonably conclude in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Secured Parties, identifying the proposed actionaction and the provisions that it considers are or may be ambiguous or inconsistent, and may decline either to perform such function or responsibility or to take the action requested exercise such discretionary power unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons Holders that the Required Senior Parties Holders concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties Holders in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Secured Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has actual knowledge thereof or has received a written notice or a certificate from an Authorized Representative of a Senior Secured Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Financing Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder thereunder or under any Security Document or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except . In the event that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretionobtains actual knowledge of, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent or receives such a notice of of, the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Secured Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take only such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e). (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur directed in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties hereunder or under the other Security Documents or (iv) the failure writing by the Company to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this AgreementRequired Holders.

Rights of Collateral Agent. (a) The Collateral Agent may execute conclusively rely upon any of its duties under document believed by it to be genuine and to have been signed or presented by the Security Documents proper Person. The Collateral Agent need not investigate any fact or this Agreement by matter stated in the document. (b) Before the Collateral Agent acts or through agents or attorneys-in-fact refrains from acting, it may require and shall be entitled to advice of counsel concerning all matters pertaining to such duties. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it under or in connection with any Security Document or this Agreement (except for its gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Senior Parties for any recitals, statements, representations or warranties made in any Security Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement or for any failure of the Company or any other Person to perform their obligations thereunderan Officer's Certificate. The Collateral Agent shall not be under liable for any obligation action it takes or omits to any Senior Party or any other Person to ascertain or to inquire as to take in good faith in reliance on such Officer's Certificate. The Collateral Agent may consult with counsel and the observance or performance advice, promptly confirmed in writing thereafter, of such counsel shall be full and complete authorization and protection from liability in respect of any of the agreements contained inaction taken, suffered or conditions of, any Security Document or this Agreement, or to inspect the properties, books or records of the Companyomitted by it hereunder in good faith and in reliance thereon. (c) The Collateral Agent shall be entitled to relymay act through its attorneys, custodians, nominees and agents and shall not be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, telex responsible for the misconduct or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or upon advice and/or statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior Parties, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to law or the terms of this Agreement or the other Security Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriate, (iii) if, in connection with the taking negligence of any such action hereunder agent, attorney, custodian or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection nominee appointed with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party Certificates, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Partiescare. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Parties. (e) The Collateral Agent shall not be deemed liable for any action it takes or omits to have actual, constructive, direct take in good faith that it believes to be authorized or indirect knowledge within the rights or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of powers conferred upon it by this Agreement or any other Security Document shall require the Collateral Agent to expend Document. (e) Unless otherwise specifically provided in this Agreement or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document Document, any demand, request, direction or notice from the exercise of any of its rights or powers, Issuer shall be sufficient if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including signed by an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice Officer of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e)Issuer. (f) The Company will pay upon demand Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any Security Document at the request or direction of any of the Noteholders or Additional Holders unless such Noteholders and/or Additional Holders shall have offered to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which security or indemnity satisfactory to the Collateral Agent may incur against the costs, expenses and liabilities that might be incurred by it in connection compliance with such request or direction. (ig) the administration of this Agreement and the other Security Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of In no event shall the Collateral Agent be required to take notice of any default or breach hereof or any Event of Default, except for Events of Default specified in Section 5.01(a) of the Senior Parties hereunder Indenture, unless and until the Collateral Agent shall have received from the Trustee express written notice of the circumstances constituting the breach, default or Event of Default and stating that said circumstances constitute an Event of Default under the other Security Documents or Indenture. (ivh) If the failure by Collateral Agent is also acting as the Company Trustee under the Indenture, the rights and protections afforded to perform or observe any the Trustee pursuant to Article VI of the provisions hereof or of any of Indenture will also be afforded to the other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this AgreementCollateral Agent.

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its duties under the Security Documents or this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel counsel, accountants and experts concerning all matters pertaining to such dutiesduties and it shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) be liable for any action lawfully taken or omitted to be taken by it under or in connection with any Security Document or this Agreement (except for its gross negligence or willful misconduct) or (ii) be responsible in any manner to any of the Senior Secured Parties for any recitals, statements, representations or warranties made by the Borrowers or any representative thereof contained in any Security Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement or for any failure of the Company or any other Person Borrowers to perform their obligations thereunder. The Collateral Agent shall not be under any obligation to any Senior Secured Party or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Security Document or this Agreement, or to inspect the properties, books or records of the CompanyBorrowers. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consentconsent certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or and upon advice and/or and statements of legal counsel (including, without limitation, counsel to the CompanyBorrowers), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior PartiesCreditors, the Collateral Agent shall be fully protected in relying on a certificate of any Person, signed by an Authorized Representative of such Person, setting forth the Combined Exposure held by such Person as of the date of such certificate, which certificate shall state that the Person signing such certificate is an Authorized Representative of such Person and shall state specifically the Security Document and provision thereof pursuant to which the Collateral Agent is being directed to act. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposuresuch certificate. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal counsel)Agent, be contrary to law or the terms of this Agreement or the other Security Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or Agreement, it shall not have received any such advice or concurrence of the Required Senior Parties Creditors as it deems appropriate, (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreementagreement, it shall not first be indemnified to its satisfaction by the Senior Borrowers or the Secured Parties (other than the Trustee (in its individual capacity and capacity), the Collateral AgentAgent (in its individual capacity), the Depositary Agent (in its individual capacity) or any other agent or trustee under any of the Financing Documents (in their individual capacity)) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action action, or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e)3.2(e) of this Agreement, in connection with the taking of any such action that would constitute a payment due under any Transaction DocumentProject Agreement pursuant to the terms of any Consent, it shall not first have received from the Senior Secured Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party CertificatesCreditors (to the extent that the Required Creditors are expressly authorized to direct the Collateral Agent to take or refrain from taking such action), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Secured Parties. (d) Ifif, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith in its sole discretion that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistentinconsistent or would require the Collateral Agent to exercise its own judgment, the Collateral Agent shall notify the Senior Secured Parties, identifying the proposed actionaction and the provisions that it considers are or may be ambiguous or inconsistent, and may decline either to shall not perform such function or responsibility or to take the action requested exercise such discretionary power unless it has received the written confirmation of the Secured Parties constituting the Required Senior Parties executed by Authorized Representatives of such Persons Creditors that the Required Senior Secured Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Secured Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior PartiesAgent. (e) The Collateral Agent shall not be deemed to have actual, constructive, constructive direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event Trigger Event unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Secured Party or the Company stating that a default or an Event of Default has occurredoccurred under its Financing Documents. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Trigger Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any such notice or certificate so furnished to it. No provision of this Agreement Agreement, any Financing Document or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except . In the event that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of or certificate regarding the occurrence of any Event of DefaultTrigger Event, the Collateral Agent shall give notice thereof to the Senior Secured Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Trigger Event of Default as so requested pursuant to Section 2.3(a) subjectSections 2.3, however, to the third sentence of this Section 5.2(e)2.4 and 2.5 hereof. (f) The Company Collateral Agent shall be under no obligation or duty to take any action under this Agreement or the other Security Documents if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified, unless in the case of (i) or (ii) the Collateral Agent receives security or indemnity satisfactory to it against such tax (or equivalent liability), or any liability resulting from such lack of qualification, in each case as results from the taking of such action under this Agreement or the Security Documents. (g) The Borrowers will pay upon demand pay, no later than 30 days following a request and invoice therefor, to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Secured Parties hereunder or under the other Security Documents or (iv) the failure by the Company Borrowers to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this Agreement.

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its duties under the Security Documents or this Pledge Agreement and the Guarantee by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable to the Participating Holders for any action lawfully taken or omitted to be taken by it under or in connection with any Security Document the Pledge Agreement or this Agreement the Guarantee (except for its gross negligence or willful misconduct) ), or (ii) responsible in any manner to any of the Senior Parties Participating Holders for any recitals, statements, representations or warranties made by the Company or the Pledgor or any representative thereof contained in any Security Document or this Agreement or in any document, certificate, report, statement or other document referred to or provided for in, or received report in connection with the transaction contemplated by the Collateral Agent under or in connection with, any Security Document Standstill Agreement or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any document, certificate, or report in connection with the Security Documents transaction contemplated by the Standstill Agreement or this Agreement or for any failure of the Company or any other Person the Pledgor to perform their its obligations thereunder. The Collateral Agent as such shall not be under any obligation to any Senior Party or any other Person Participating Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Security Document document, certificate, or report in connection with the transaction contemplated by the Standstill Agreement or this Agreement, or to inspect the properties, books or records of the CompanyCompany or the Pledgor. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, rely conclusively upon any note, writing, resolution, request, direction, certificate, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or upon advice and/or statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior Parties, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to law or the terms of this Agreement or the other Security Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriate, (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agency Agreement, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party Certificates, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e). (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties hereunder or under the other Security Documents or (iv) the failure by the Company to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this Agreement.

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its duties under the Security this Agreement, any other Financing Documents to which it is a party or this Agreement applicable Law by or through agents agents, custodians, nominees or attorneys-in-fact and shall be entitled to to, and (in the absence of bad faith on its part) may conclusively rely upon, advice of counsel concerning all matters pertaining to such duties. If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which the Shared Collateral or any portion thereof is held, or the Collateral Agent shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interest of the Senior Secured Parties, or if the Required Senior Creditors shall so direct the Collateral Agent in Senior Creditor Certificates, the Collateral Agent and the Intercreditor Parties shall execute and deliver all instruments and agreements necessary or proper to appoint another Collateral Agent hereunder or one (1) or more Persons approved by the Collateral Agent either to act as co- Collateral Agent jointly with the Collateral Agent originally named herein or any successor or successors or to act as separate Collateral Agent. In the event any Intercreditor Party shall have not joined in the execution of such instruments and agreements within ten (10) days after the receipt of a written request from the Collateral Agent to do so, or during a Trigger Event Period, the Collateral Agent may act under the foregoing provisions of this Section 7.3(a) without the concurrence of such Intercreditor Party; and each of the Intercreditor Parties hereby appoints the Collateral Agent as its agent and attorney to act under such foregoing provisions in either of such contingencies. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it under or in connection with any Security Document or this Agreement or any other Financing Documents (except for its gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Senior Secured Parties for any recitals, statements, representations or warranties made in any Security Document or this Agreement or any other Financing Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Document or this Agreement or any other Financing Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement or any other Financing Documents or for any failure of the Company Mobile Energy Parties or any other Person to perform their obligations hereunder or thereunder. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Security Document or this Agreement, or to inspect the properties, books or records of the Company. (c) The Collateral Agent (in the absence of bad faith on its part) shall be entitled to conclusively rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or or upon advice and/or statements an Opinion of legal counsel (including, without limitation, counsel to the Company)Counsel, independent accountants and or other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior PartiesCreditors, the Collateral Agent shall act in accordance with directions contained in, and (in the absence of bad faith on its part) shall be entitled to rely, conclusively rely and shall be fully protected in relying on upon, any Senior Party Creditor Certificate delivered by a Senior PartySecured Party in accordance with this Agreement; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Creditor Certificates representing two or from more groups than one of Required the Senior Secured Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Creditor Certificates representing the greatest percentage in principal amount of the Combined Exposure. The Subject to this Article VII, the Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement or any other applicable Financing Document (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion upon an Opinion of legal counselCounsel), be contrary to law or the terms of this Agreement or the such other Security Documentsapplicable Financing Document, (ii) if such action is not specifically provided for in such Security Document or this Agreement or such other Financing Documents or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriateCreditors, (iii) if, in connection with the taking of any such action hereunder or under any Security Document such Financing Documents that would constitute an exercise of remedies hereunder or under such Security Document or this AgreementFinancing Documents, it shall not first be indemnified to its satisfaction by the Senior Secured Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which that may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e7.3(e), in connection with the taking of any such action that would constitute a payment due under any Transaction DocumentProject Contract, it shall not first have received from the Senior Secured Parties funds equal to the amount payable. In no event shall the Collateral Agent be required to risk or expend its own funds. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement or any other Financing Document in accordance with a request contained in Senior Creditor Certificates of the Required Senior Parties contained Creditors delivered in Senior Party Certificatesaccordance with this Agreement, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Intercreditor Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement or any other Financing Document relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Secured Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties Creditors executed by their Authorized Representatives of such Persons that the Required Senior Parties Creditors concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security other Financing Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties Creditors in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Intercreditor Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior an Intercreditor Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether or not a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Financing Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security other Financing Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability liability, including an advance of funds monies necessary to take the action requested requested, is not reasonably assured to it; in addition, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, including an advance of funds monies necessary to take the action requested. If In the event that the Collateral Agent receives such a notice of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Secured Parties. The Senior Secured Parties shall provide evidence of indemnity satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, Creditors including an advance of funds monies necessary to take the action requested. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Section 2.3(aparagraph (a) of Article V, subject, however, to the third sentence of this Section 5.2(e7.3(e). (f) The Company Mobile Energy Parties will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any of its experts and agents, which that the Collateral Agent may incur in connection with (i) the administration of this Agreement and the other Security DocumentsFinancing Documents (including out-of-pocket expenses incurred in connection with any mortgage privilege or recording tax, and any surety bonds (and application for surety bonds) relating thereto), (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Secured Parties hereunder or under the other Security Financing Documents or (iv) the failure by the Company Mobile Energy Parties to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f7.3(f) shall survive the expiration or earlier termination of this Agreement. (g) Each of (i) the Mobile Energy Parties hereby agrees to deliver to the Collateral Agent, concurrently with the delivery thereof to any Senior Secured Party, and (ii) the Senior Secured Parties hereby agrees to deliver to the Collateral Agent, concurrently with the delivery thereof to either of the Mobile Energy Parties, all written notices, requested documents and other instruments delivered by such Person to such Senior Secured Party or the Mobile Energy Parties (as the case may be) under or pursuant to the Financing Documents, except to the extent any other Person has agreed to deliver such notices, requested documents and other instruments pursuant to any other Financing Document. (h) The Collateral Agent is hereby authorized to pay or cause to be paid any mortgage privilege or recording tax, or expenses relating to surety bonds relating thereto, as instructed by the Company in an Officer's Certificate.

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its duties under the Security Documents or this Agreement or any other Financing Document to which the Collateral Agent is a party by or through agents or attorneys-in-fact and shall be entitled to rely on advice of counsel selected by it concerning all matters pertaining to such duties. (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) be liable for any action lawfully taken or omitted to be taken by it under or in connection with any Security Document or this Agreement or any other Financing Document to which the Collateral Agent is a party (except for its gross negligence or willful misconduct) or (ii) be responsible in any manner to any of the Senior Parties for any recitals, statements, representations or warranties made by the Partnership contained in any Security Document or this Agreement or any other Financing Document to which the Collateral Agent is a party or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Document or with this Agreement or any other Financing Document to which the Collateral Agent is a party or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement or any other Financing Document to which the Collateral Agent is a party or for any failure of the Company or any other Person Partnership to perform their its obligations hereunder or thereunder. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Security other Financing Document or this Agreementto which the Collateral Agent is a party, or to inspect the properties, books or records of the CompanyPartnership. (c) The Collateral Agent and its employees, agents, attorneys-in-fact, and affiliates shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or and upon advice and/or or statements of legal counsel (including, without limitation, counsel to the CompanyPartnership), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior Parties, the Collateral Agent shall be fully protected in relying on a certificate of any Person, signed by an Authorized Officer of such Person, setting forth the amount owed by the Partnership, to such Person as of the date of such certificate, which certificate shall state that the Person signing such certificate is an Authorized Officer of such Person and shall state specifically the Financing Document and provision thereof pursuant to which the Collateral Agent is being directed to act. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposuresuch certificate. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement or any other Financing Document to which the Collateral Agent is a party (i) if such action would, in the reasonable opinion of the Collateral Agent (which may be based on the opinion of legal counsel)Agent, be contrary to law or the terms of this Agreement or the other Security Financing Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or such other Financing Document, it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriateappropriate or, (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under this Agreement or such Security Document or this Agreementother Financing Document, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee (in its individual capacity and capacity), the Collateral AgentAgent (in its individual capacity), the Depositary Bank (in its individual capacity) or any other agent or trustee under any of the Financing Documents (in its individual capacity)) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payableaction. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement or any other Financing Document to which the Collateral Agent is a party in accordance with a written request of the Required Senior Parties contained in (to the extent that the Required Senior Party CertificatesParties are expressly authorized to direct the Collateral Agent to take or refrain from taking such action), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible an Authorized Officer of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a the Senior Party Parties or the Company Partnership stating that a default or an Event of Default has occurredoccurred and describing such event. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any such notice or certificate so furnished to it. No provision of this Agreement or any other Security Document shall require In the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing event that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of or certificate regarding the occurrence of any Event an event referred to in clauses (a) through (d) of Default, the definition of "Trigger Event," the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Trigger Event of Default as so requested pursuant to SECTIONS 5. 1 (Exercise of Rights), 5.2 (Actions Upon a Trigger Event) and 5.3 (Exercise of Remedies and Application of Proceeds) hereof. The agreements in this Section 2.3(a) subject, however, to shall survive the third sentence payment or satisfaction in full of the Finance Liabilities and the resignation or removal of the Collateral Agent or the termination of this Section 5.2(e)Agreement. (fe) The Company will Partnership shall pay upon demand to the Collateral Agent upon demand the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts experts, agents (including the Depositary Bank), and agentsattorneys-in-fact, which the Collateral Agent may incur in connection with (i) the acceptance or administration of this Agreement and the other Security DocumentsFinancing Documents to which the Collateral Agent is a party, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties hereunder or under the other Security Financing Documents to which the Collateral Agent is a party or (iv) the failure by the Company Partnership to perform or observe any of the provisions hereof or of any of the other Security Documents. The Financing Documents to which the Collateral Agent is a party. (f) Notwithstanding any other provision of this Section 5.2(fAgreement to the contrary, the Collateral Agent shall be under no obligation to take any action pursuant to any request or direction of any party hereto if it shall receive conflicting instructions from another party; provided that the Collateral Agent shall inform such parties of the conflict. (g) The Collateral Agent shall survive not be under any obligation to take any action which is discretionary with the expiration Collateral Agent pursuant to this Agreement or earlier termination of this Agreementin any other Financing Document.

Rights of Collateral Agent. (a) The Collateral Agent may execute any of its duties under the Security Documents or this Agreement by or through agents or attorneys-in-fact and fact, provided that the Collateral Agent shall be entitled to advice liable for any willful misconduct or gross negligence on the part of counsel concerning all matters pertaining to any such dutiesagents or attorneys-in-fact (other than any such agents or attorneys-in-fact retained by the Collateral Agent at the direction of, or with the prior approval of, the Required Holders). (b) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it under or in connection with any Security Document or this Agreement (except for its own gross negligence or its own willful misconduct) or ), (ii) responsible in any manner to any of the Senior Secured Parties for any recitals, statements, representations or warranties made by the Company or any other party (other than the Collateral Agent) or any representative thereof contained in any Security Document or this Agreement the Financing Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, any Security Financing Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement any Financing Document or for any failure of the Company or any other Person party (other than the Collateral Agent) to perform their respective obligations thereunder, (iii) responsible or liable in any manner whatever for soliciting any finds or for the sufficiency, correctness, genuineness or validity of any funds, securities or other amounts deposited with or held by it or (iv) liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person to ascertain or to inquire have no liability in respect of losses incurred as to a result of the observance or performance liquidation of any Permitted Investment prior to its stated maturity or the failure of the agreements contained in, or conditions of, any Security Document or this Agreement, or Company to inspect the properties, books or records of the Companyprovide timely written investment direction. (c) The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons and/or entity and upon advice and/or and statements of legal counsel (including, without limitation, counsel to the Company)counsel, independent accountants and other experts reasonably selected by the Collateral Agent. In connection with any request or direction of the Required Senior PartiesHolders, the Collateral Agent shall be fully protected in relying on a certificate of any Secured Party, reasonably believed by the Collateral Agent to be signed by an authorized representative of such Secured Party, setting forth the Secured Obligations held by such Secured Party as of the date of such certificate, which certificate shall state that the person signing such certificate is an authorized representative of such Secured Party and shall state specifically which provision of this Agreement pursuant to which the Collateral Agent is being directed to act. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying relying, in good faith on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposuresuch certificate. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in the reasonable opinion of the Collateral Agent (which may be based on the opinion of legal counsel)Agent, be contrary to law or the terms of this Agreement or the other Security DocumentsAgreement, (ii) if such action is not specifically provided for in such Security Document or this Agreement Agreement, or it shall not have received any such advice or concurrence of the Required Senior Parties Holders as it deems appropriate, appropriate or (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document this Agreement or this Agreementthe Note Purchase Agreement or is pursuant to a direction or request of the Required Holders described in 2.2(e) hereof, it shall not first be indemnified to its reasonable satisfaction by the Senior Secured Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payableaction. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party CertificatesHolders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Secured Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine reasonably conclude in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Secured Parties, identifying the proposed actionaction and the provisions that it considers are or may be ambiguous or inconsistent, and may decline either to perform such function or responsibility or to take the action requested exercise such discretionary power unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons Holders that the Required Senior Parties Holders concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties Holders in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Secured Parties. (e) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default or Event of Default or any other event unless and until a Responsible Officer of the Collateral Agent has actual knowledge thereof or has received a written notice or a certificate from an Authorized Representative of a Senior Secured Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Financing Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder thereunder or under any Security Document or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except . In the event that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretionobtains actual knowledge of, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent or receives such a notice of of, the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Secured Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take only such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e). (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur directed in connection with (i) the administration of this Agreement and the other Security Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties hereunder or under the other Security Documents or (iv) the failure writing by the Company to perform or observe any of the provisions hereof or of any of the other Security Documents. The provision of this Section 5.2(f) shall survive the expiration or earlier termination of this AgreementRequired Holders.

Rights of Collateral Agent. (a) The Collateral Agent may execute delegate any of its responsibilities or duties under the Security Documents or this Agreement by or through the Transaction Documents to one or more agents or attorneys-in-fact attorneys and the Collateral Agent shall not be entitled to advice responsible for any misconduct or negligence on the part of counsel concerning all matters pertaining to such dutiesany agent or attorney appointed with due care by it hereunder. (b) Neither None of the Collateral Agent nor Agent, its agents, its attorneys or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall their respective Affiliates will be (i) liable for any action lawfully taken or omitted to be taken by it any of them under or in connection with any Security Document or this Agreement (or the Transaction Documents, except that each will be liable for its own gross negligence negligence, willful misconduct or willful misconducta material breach of the Collateral Agent’s obligations under this Agreement. Without limiting the generality of the foregoing, the Collateral Agent: (i) may treat the payee of any Note as the holder thereof until the Collateral Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Collateral Agent; (ii) responsible may consult with legal counsel of its selection, independent public accountants and other experts selected by it and will not be liable for any action taken or omitted to be taken in any manner good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no representation or warranty to any of the Senior Parties Investor and will not be responsible to any Investor for any recitals, statements, representations or warranties made in any Security Document or this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection withwith the Transaction Documents; (iv) will not, except to the extent directed and indemnified by the Required Holders, have any Security Document or this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or this Agreement or for any failure of the Company or any other Person to perform their obligations thereunder. The Collateral Agent shall not be under any obligation to any Senior Party or any other Person duty to ascertain or to inquire as to the performance or observance or performance of any of the agreements contained interms, covenants or conditions of, any Security Document or this Agreement, of the Transaction Documents or to inspect the properties, Collateral or the books and records or records any other properties of the Company; (v) will not be responsible to any Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any other document or instrument furnished pursuant thereto, or for the failure of any Person (other than the Collateral Agent) to perform its obligations under any Transaction Document; and (vi) will incur no liability under or in respect of this Agreement or any other Transaction Document or otherwise by acting upon any notice, consent, waiver, certificate or other writing or instrument (including facsimiles, telexes, telegrams and cables) believed by it to be genuine and signed or sent by the proper Person or Persons. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or upon advice and/or statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Collateral Agent. In connection with any request or direction of the Required Senior Parties, the Collateral Agent shall be entitled to rely, and shall be fully protected in relying on any Senior Party Certificate delivered by a Senior Party; provided, however, that in the event the Collateral Agent receives conflicting directions contained in Senior Party Certificates representing two or more groups of Required Senior Parties, the Collateral Agent shall act in accordance with directions contained in Senior Party Certificates representing the greatest percentage of the Combined Exposure. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document or this Agreement (i) if such action would, in the opinion of the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to law or the terms of this Agreement or the other Security Documents, (ii) if such action is not specifically provided for in such Security Document or this Agreement or it shall not have received any such advice or concurrence of the Required Senior Parties as it deems appropriate, (iii) if, in connection with the taking of any such action hereunder or under any Security Document that would constitute an exercise of remedies under such Security Document or this Agreement, it shall not first be indemnified to its satisfaction by the Senior Parties (other than the Trustee in its individual capacity and the Collateral Agent) against any and all risk of nonpayment, liability and expense which may be incurred by it by reason of taking or continuing to take any such action or (iv) if, notwithstanding anything to the contrary contained in Section 5.2(e), in connection with the taking of any such action that would constitute a payment due under any Transaction Document, it shall not first have received from the Senior Parties funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Security Document or this Agreement in accordance with a request of the Required Senior Parties contained in Senior Party Certificates, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Senior Parties. (d) If, with respect to a proposed action to be taken by it, the Collateral Agent shall determine in good faith that the provisions of any Security Document or this Agreement relating to the functions or responsibilities or discretionary powers of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify the Senior Parties, identifying the proposed action, and may decline either to perform such function or responsibility or to take the action requested unless it has received the written confirmation of the Required Senior Parties executed by Authorized Representatives of such Persons that the Required Senior Parties concur in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or such Security Document or is otherwise appropriate. The Collateral Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Required Senior Parties in this respect, and such confirmation shall be binding upon the Collateral Agent and the other Senior Parties. (e) The Collateral Agent shall will not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default Default or Event of Default or any other event unless and until it has received written notice from the Company or an Investor referring to the Notes and this Agreement, describing the Default or Event of Default and stating that such notice is a Responsible Officer “notice of default.” (d) In the event not otherwise paid by the Company pursuant to Section 15 of this Agreement, each Investor agrees to pay the Collateral Agent, upon demand, its pro-rata share of the Collateral Agent has received a written notice or a certificate from an Authorized Representative of a Senior Party or the Company stating that a default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Security Document or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of funds necessary to take the action requested is not reasonably assured to it, except that in respect of any potential environmental liability or the taking of title to any real property, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including, but not limited to, an advance of funds necessary to take the action requested. If the Collateral Agent receives such a notice of the occurrence of any Event of Default, the Collateral Agent shall give notice thereof to the Senior Parties. The Senior Parties shall provide evidence of satisfactory indemnity to the Collateral Agent for any action directed by the Required Senior Parties including, but not limited to, an advance of funds necessary to take the action requested. The Collateral Agent shall take such action with respect to such Event of Default as so requested pursuant to Section 2.3(a) subject, however, to the third sentence of this Section 5.2(e). (f) The Company will pay upon demand to the Collateral Agent the amount of any and all reasonable fees and Agent’s documented out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any one local counsel) and of any experts and agents, which the Collateral Agent may incur agents in connection with (i) the administration of this Agreement and the other Security Transaction Documents, (ii) the custody or preservation of, or the sale of, collection from, from or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Agent or the Senior Parties Investors hereunder or under the other Security Transaction Documents or (ivvi) the failure by the Company to perform or observe any of the provisions hereof or of any of the other Security Transaction Documents. The provision of In the event the Investors have made payments pursuant to this Section 5.2(f14.3(d), any corresponding amounts subsequently paid by the Company to the Collateral Agent pursuant to Section 15 shall be returned to the Investors on a pro-rata basis. The agreements in this Section 14.3(d) shall survive the expiration later of (i) payment and satisfaction in full of the Liabilities, (ii) the resignation or earlier removal of the Collateral Agent, and (iii) the termination of this Agreement. (e) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (f) The Collateral Agent shall be provided executed or true and correct copies of each amendment, notice, waiver, consent or certificate made or delivered with respect to this Agreement or any of the other Transaction Documents sufficiently far in advance of the Collateral Agent being required to take action under this Agreement or any other Transaction Document or in respect of any such notice, waiver, consent or other certificate delivered in connection therewith so as to allow the Collateral Agent to take any such action.