Common use of The Agent's Duties Clause in Contracts

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the Purchasers’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the Purchasers, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the PurchasersSecured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Security Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. 3.1 The Agent shall, at all times during the continuance of this Agreement : (ai) The powers conferred on the Agent hereunder are solely to protect the Purchasers’ interest act in the Collateral interests of the Principal and not allow its interests to conflict with the duties that it owes to the Principal; and (ii) act towards the Principal dutifully and in good faith. 3.2 The Agent shall use its best endeavours to promote and market the Products to customers and prospective customers in the Territory and, subject to the provisions of clause 4.1, shall be entitled without prior reference to the Principal to enter into contracts for the sale of the Products in the name and on behalf of the Principal. 3.3 The Agent shall conduct the promotion and marketing of the Products in the Territory with all due care and diligence and shall not impose cultivate and maintain good relations with customers and potential customers in the Territory in accordance with sound commercial principles. 3.4 Subject as provided in this Agreement and to any duty upon it directions which the Principal may from time to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereundertime properly give, the Agent shall have no duty be entitled to perform its duties hereunder in such manner as to any Collateral, it may think fit. 3.5 The Agent shall in all dealings concerning the Products describe itself as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser has or is deemed to have knowledge of such matters, or as to “Sales Agent” for the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. Principal. 3.6 The Agent shall be deemed to have exercised reasonable care responsible for obtaining all licences, permits and approvals which are necessary or advisable for the sale of the Products in the custody Territory and preservation for the performance of its duties hereunder. 3.7 The Agent shall comply with all applicable laws and regulations relating to the sale of the Products in the Territory (other than those relating to the nature, method of manufacture, packaging or labeling of the Products) and shall notify the Principal of any Collateral changes in its possession if such Collateral is accorded treatment substantially equal the laws and regulations in the Territory relating to that which it accords its own propertythe nature, method of manufacture, packaging or labeling of the Products. (b) Anything contained herein to 3.8 The Agent shall maintain a list of customers and potential customers for the contrary notwithstanding, Products in the Territory and shall at the request of the Principal supply it with a copy of that list. 3.9 The Agent may shall from time to time, when time keep the Principal fully informed of the Agent’s promotional and marketing activities in respect of the Products. 3.10 The Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) shall keep the Principal informed of conditions in the market for the Products in the Territory. 3.11 The Agent hereunder with respect to all or any part shall promptly inform the Principal of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, : (i) any complaint or after-sales enquiry concerning the assignment and pledge of such Collateral and the security interest granted in such Collateral Products which is received by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the Purchasers, as security for the Secured Obligations of such Grantor, ; and (ii) such Subagent shall automatically any matters likely to be vested, relevant in addition relation to the Agentmanufacture, with all rightssale, powers, privileges, interests and remedies use or development of the Products within or outside the Territory. 3.12 The Agent hereunder shall not : (i) pledge the credit of the Principal in any way; (ii) make any modifications to the Products or their packaging or (without prejudice to the generality of the foregoing) alter, remove or tamper with respect to such Collateralthe trade names, and trade marks, or other means of identification on the Products; (iii) the term “Agent,” when used herein use any advertising, promotional or selling materials in relation to the Products except those supplied or approved by the principal; (iv) engage in any rights, powers, privileges, interests and remedies conduct which in the opinion of the Agent with respect to such Collateral, shall include such Subagent; provided that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except Principal is prejudicial to the extent expressly authorized Principal’s business or the marketing of the Products generally; or (v) be concerned or interested either directly or indirectly in writing by the Agentmanufacture, sale, promotion, marketing or importation into the Territory of any goods which compete with the Products.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the PurchasersSecured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more of its Affiliates (or, with the consent of the Company, any other Persons) subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the PurchasersSecured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more of its Affiliates (or, with the consent of the Company, any other Persons) subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect its and the Purchasers’ other Secured Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Security Collateral, whether or not the Agent or any Purchaser other Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it the Agent accords its own property. (b) . Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”"SUBAGENT") for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i1) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, Subagent for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii2) such Subagent shall automatically be vested, in addition to the Agent, vested with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, Collateral and (iii3) the term “"Agent,” " when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided PROVIDED, HOWEVER, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the Purchasers’ Secured Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more of its Affiliates or branches (or, with the consent of the Borrower, any other Persons) subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” ”, when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the Purchasers’ Secured Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect respect (b) to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (bc) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more of its Affiliates (or, with the consent of the Borrower, any other Persons) subagents (each a “"Subagent”") for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Canadian Security Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “"Agent,” " when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the Purchasers’ Secured Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”"SUBAGENT") for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the Purchasers’ Secured Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more of its Affiliates or branches (or, with the consent of the Borrower, any other Persons) subagents (each a “"Subagent”") for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.for

The Agent's Duties. (a) The powers conferred on 5.1 During the period of this Agreement the Agent hereunder are solely to protect shall serve the Purchasers’ interest Principal in good faith and with all due diligence, observe all reasonable instructions given by the Principal, act in the Collateral Principal's best interests and use its best endeavors to increase the sale of the Exaget Offering in the Territory. 5.2 The Agent shall use its best endeavours to promote and market the Exaget Offering to customers and prospective customers in the Territory. 5.3 All offers or orders to purchase or acquire services, products or licenses related to the Exaget Offering received by the Agent shall promptly be forwarded to the Principal and are subject to acceptance by the Principal. The Principal reserves the right in its sole discretion to accept or reject any such offer or order without incurring any liability to the Agent for commissions, damages or otherwise. The Principal shall supply all services, products or licenses related to the Exaget Offering covered by this Agreement directly to customers in the Territory. The Principal shall notify the Agent of all agreements entered into by the Principal for the Exaget Offering to the extent the Agent is eligible for commission on such agreements as set out in section 7 below. 5.4 The Agent shall at its own expense set up and maintain to the reasonable satisfaction of the Principal such offices and other premises administration facilities and marketing organisation as may be necessary for the efficient and effective performance of its obligations under this Agreement. 5.5 The Agent shall transmit promptly to the Principal all information useful for Principal's business including, without limitation, that relating to marketing, sales prospects, customer complaints, the activities of competitors and unauthorised use by third parties of the Principal's intellectual or industrial property rights. The Agent shall send to the Principal a quarterly written report covering any matters which have arisen in the previous quarter relevant to this clause. 5.6 The Agent shall keep strictly confidential and use only for the purposes of this Agreement any information relating to the Exaget Offering (whether technical or commercial) and to the Principal's business and any other information of confidential nature, whether such information is disclosed to the Agent by the Principal or otherwise obtained by the Agent as a result of its association with the Principal, and shall exert its best efforts to prevent the unauthorised disclosure or communication of such information. 5.7 Except when expressly authorised by the Principal in writing the Agent shall not impose incur any duty upon it liabilities on behalf of the Principal nor pledge the credit of the Principal nor make any representations nor give any warranty on behalf of the Principal. 5.8 The Agent has no authority to exercise participate in any dispute or institute or defend any proceedings or settle or attempt to settle or make any admission concerning any dispute, proceedings or other claim relating to the Exaget Offering or any contract concerning the Exaget Offering or the Principal's business generally. The Agent shall immediately inform the Principal of any such powersdispute, claim or proceedings and will act in relation to them only in accordance with the instructions of the Principal. Except The Principal shall indemnify the Agent against any costs, expenses or liabilities incurred by the Agent by reason of the Agent so acting in accordance with the Principal's instructions except where such costs expenses or liabilities are caused by the Agent's own negligence or default. 5.9 The Agent shall not during the duration of this Agreement and for a period of two years after its termination market or promote or assist in marketing or promoting any products or services which would or could compete with the sale of the Exaget Offering inside the Territory. 5.10 The Agent shall not during the duration of this Agreement market or promote the Exaget Offering to customers resident or carrying on business outside the Territory nor solicit from such customers requests for quotations and orders for the safe custody of any Collateral Exaget Offering. 5.11 Unless otherwise agreed in its possession and the accounting for moneys actually received by it hereunderwriting, the Agent shall have no duty as in all cases solicit requests for quotations and orders for the Exaget Offering only upon the Principal's standard prices, terms and conditions notified from time to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser has or is deemed to have knowledge of such matters, or as time by the Principal to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. Agent. 5.12 The Agent shall be deemed promptly refer to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own propertyPrincipal all requests for quotations or orders for the Exaget Offering by persons resident or carrying on business outside the Territory. (b) Anything contained herein to 5.13 The Agent shall not appoint any sub-agents during the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes duration of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the Purchasers, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the AgentAgreement.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the PurchasersSecured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (ba) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more of its Affiliates (or, with the consent of the Company, any other Persons) subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the PurchasersSecured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own propertyproperty of similar nature. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Security Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the PurchasersSecured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more of its Affiliates (or, with the consent of the Borrower, any other Persons) subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the PurchasersSecured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more of its Affiliates (or, with the consent of the Company, any other Persons) subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Security Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (axi) The powers conferred on the Agent hereunder are solely to protect the PurchasersSecured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (ba) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more of its Affiliates (or, with the consent of the Borrower, any other Persons) subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) a. The powers conferred on the Agent hereunder are solely to protect the PurchasersSecured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) b. Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor Guarantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such GrantorObligations, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” ”, when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect its and the Purchasersother Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Security Collateral, whether or not the Agent or any Purchaser other Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it the Agent accords its own property. (b) . Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i1) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, Subagent for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii2) such Subagent shall automatically be vested, in addition to the Agent, vested with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, Collateral and (iii3) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the PurchasersSecured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) . Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more of its Affiliates (or, with the consent of the Company, any other Persons) subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Security Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. 3.1 The Agent shall, at all times during the continuance of this Agreement : (ai) The powers conferred on the Agent hereunder are solely to protect the Purchasers’ interest act in the Collateral interests of the Principal and not allow its interests to conflict with the duties that it owes to the Principal; and (ii) act towards the Principal dutifully and in good faith. 3.2 The Agent shall use its best endeavours to promote and market the Products to customers and prospective customers in the Territory and, subject to the provisions of clause 4.1 , shall be entitled without prior reference to the Principal to enter into contracts for the sale of the Products in the name and on behalf of the Principal. 3.3 The Agent shall conduct the promotion and marketing of the Products in the Territory with all due care and diligence and shall not impose cultivate and maintain good relations with customers and potential customers in the Territory in accordance with sound commercial principles. 3.4 Subject as provided in this Agreement and to any duty upon it directions which the Principal may from time to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereundertime properly give, the Agent shall have no duty be entitled to perform its duties hereunder in such manner as to any Collateral, it may think fit. 3.5 The Agent shall in all dealings concerning the Products describe itself as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser has or is deemed to have knowledge of such matters, or as to “Sales Agent” for the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. Principal. 3.6 The Agent shall be deemed to have exercised reasonable care responsible for obtaining all licences, permits and approvals which are necessary or advisable for the sale of the Products in the custody Territory and preservation for the performance of its duties hereunder. 3.7 The Agent shall comply with all applicable laws and regulations relating to the sale of the Products in the Territory (other than those relating to the nature, method of manufacture, packaging or labeling of the Products) and shall notify the Principal of any Collateral changes in its possession if such Collateral is accorded treatment substantially equal the laws and regulations in the Territory relating to that which it accords its own propertythe nature, method of manufacture, packaging or labeling of the Products. (b) Anything contained herein to 3.8 The Agent shall maintain a list of customers and potential customers for the contrary notwithstanding, Products in the Territory and shall at the request of the Principal supply it with a copy of that list. 3.9 The Agent may shall from time to time, when time keep the Principal fully informed of the Agent’s promotional and marketing activities in respect of the Products. 3.10 The Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) shall keep the Principal informed of conditions in the market for the Products in the Territory. 3.11 The Agent hereunder with respect to all or any part shall promptly inform the Principal of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, : (i) any complaint or after-sales enquiry concerning the assignment and pledge of such Collateral and the security interest granted in such Collateral Products which is received by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the Purchasers, as security for the Secured Obligations of such Grantor, ; and (ii) such Subagent shall automatically any matters likely to be vested, relevant in addition relation to the Agentmanufacture, with all rightssale, powers, privileges, interests and remedies use or development of the Products within or outside the Territory. 3.12 The Agent hereunder shall not : (i) pledge the credit of the Principal in any way; (ii) make any modifications to the Products or their packaging or (without prejudice to the generality of the foregoing) alter, remove or tamper with respect to such Collateralthe trade names, and trade marks, or other means of identification on the Products; (iii) the term “Agent,” when used herein use any advertising, promotional or selling materials in relation to the Products except those supplied or approved by the principal; (iv) engage in any rights, powers, privileges, interests and remedies conduct which in the opinion of the Agent with respect to such Collateral, shall include such Subagent; provided that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except Principal is prejudicial to the extent expressly authorized Principal’s business or the marketing of the Products generally; or (v) be concerned or interested either directly or indirectly in writing by the Agentmanufacture, sale, promotion, marketing or importation into the Territory of any goods which compete with the Products.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the Purchasers’ Secured Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”"SUBAGENT") for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “"Agent,” " when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided PROVIDED, HOWEVER, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the PurchasersSecured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more of its Affiliates (or, with the consent of the Company, any other Persons) subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.such

The Agent's Duties. (a) The provisions of Article 8 of the DIP Credit Agreement shall inure to the benefit of the Agent in respect of this Agreement and shall be binding upon the parties to the DIP Credit Agreement in such respect. The powers conferred on the Agent hereunder are solely to protect its interests and the Purchasers’ interest interests of the DIP Lenders in the Collateral and shall not impose any duty upon it the Agent to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral, as to including, without limitation, ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any CollateralPledged Securities, whether or not any Purchaser the Agent has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any the Collateral in its possession if such the Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein , and the Agent shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by the Agent in good faith and with reasonable care. The Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder; PROVIDED that the Agent shall be responsible if it executes and delivers any release of the Collateral that is not authorized by the Grantors, the requisite DIP Lenders, or the terms of the DIP Credit Agreement or this Agreement, if such execution and delivery is the result of its own gross negligence or willful misconduct. The Agent shall have no duty to ascertain or inquire as to the contrary notwithstandingperformance or observance of any of the terms of this Agreement by the Grantors. Pursuant to Article 8 of the DIP Credit Agreement, the Agent may from time has been authorized by the DIP Lenders to timetake all such action provided to be taken by it as Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including, when without limitation, the timing and methods of realization upon the Collateral), the Agent deems it to be necessaryshall act or refrain from acting in accordance with written instructions from the Required DIP Lenders or, appoint one or more subagents (each a “Subagent”) for in the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge absence of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagentinstructions, in addition to the Agent, for the ratable benefit of the Purchasers, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, accordance with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agentits discretion.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the PurchasersSecured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more of its Affiliates (or, with the consent of the Borrower, any other Persons) subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Canadian Security Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the Purchasers’ its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if it takes such action for that purpose as Grantor requests in writing, but failure of the safe Agent to comply with any such request shall not itself be deemed a failure to exercise reasonable care, and no failure of the Agent to preserve or protect any rights with respect to such Collateral not so requested by the Grantor shall be deemed a failure to exercise reasonable care in the custody or preservation of such Collateral. The Agent shall also be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession and if such Collateral is accorded treatment substantially equal to the accounting for moneys actually received by it hereunder, safekeeping which the Agent accords its own property of like kind. The Agent shall have no duty duty, as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser the Agent has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties Persons or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care will take action in the custody and preservation nature of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstandingexchanges, the Agent may from time to timeconversions, when the Agent deems it to be necessaryredemptions, appoint one or more subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral tenders and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the Purchasers, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized like requested in writing by the Grantor with respect to the Collateral in the Agent's possession if the Agent in its reasonable judgment determines that such action will not impair the Security Interest or the value of the Collateral, but a failure of the Agent to comply with any such request shall not of itself be deemed a failure to exercise reasonable care.

The Agent's Duties. (a) a. The powers conferred on the Agent hereunder are solely to protect each of the Purchasers’ Secured Party's interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers, except upon the direction of a majority in interest of the Secured Parties. Except for the safe custody of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Pledged Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not any Purchaser the Agent has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Pledged Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which it the Agent accords its own property. (b) b. Pledgor and each Secured Party hereby, jointly and severally, agree to indemnify and defend the Agent and to hold the Agent harmless from any loss, liability or expense incurred by the Agent without willful malfeasance or nonfeasance or bad faith on its part arising out of or in connection with the acceptance or administration by the Agent of its duties hereunder, including, but not limited to, the reasonable fees, costs and expenses of defending itself against claims of liability hereunder. Anything contained herein in the foregoing to the contrary notwithstanding, at the sole discretion of the Agent, the Agent may from at any time to timedeposit any or all of the Pledged Collateral with a federal or state court located in New York County, when New York selected by the Agent deems it to be necessary, appoint one or more subagents and in such event (each a “Subagent”x) for all liability and responsibility of the Agent hereunder with respect to all shall terminate upon such deposit having been made, and (y) after such deposit is made, and absent willful malfeasance or any nonfeasance or bad faith on the part of the Agent, the Agent may represent Secured Parties in connection with any dispute or proceeding relating to the disposition of the Pledged Collateral. In the event Pledgor and each Secured Party acknowledge that the Agent so appoints any Subagent with respect to any Collateral, (i) has represented and currently represents some of the assignment and pledge of such Collateral Secured Parties and the security Pledgor individually and, absent willful malfeasance or nonfeasance or bad faith on the part of the Agent, each of the Secured Parties and the Pledgor hereby waives any actual or alleged conflict of interest granted by reason of the Agent serving as Agent hereunder or in connection with any such Collateral by each Grantor hereunder shall be deemed for purposes representation. Any breach or violation of the terms of this Agreement to have been made to such Subagentby any party, including the provisions and restrictions of this Section J, in addition to giving rise to monetary damages, may be enjoined. The Agent shall not be bound in any way by any agreement or contract between any Secured Party and Pledgor whether or not it has knowledge thereof, and the Agent, for 's only duties and responsibilities hereunder shall be to hold the ratable benefit Pledged Collateral as Agent and to dispose of the PurchasersPledged Collateral in accordance with the terms of this Agreement. The Agent may act upon any instruments or other writings believed by the Agent in good faith to be genuine and to be signed or presented by the proper persons. The Agent shall not be liable for any error in judgment, as security law or fact or for any act done or omitted to be done in connection with the Secured Obligations performance of its duties under this Agreement, except for its own willful malfeasance or nonfeasance or bad faith. The Agent may consult with independent counsel and a written opinion of such Grantor, (ii) such Subagent counsel shall automatically be vested, full and complete authorization and protection in addition to the Agent, with all rights, powers, privileges, interests and remedies respect of any action taken or omitted by the Agent hereunder with respect to in good faith and in reliance upon such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agentopinion.

The Agent's Duties. (a) The powers conferred on the Agent ------------------ hereunder are solely to protect its and the Purchasers’ other Secured Parties' interest in the Collateral and and, beyond the exercise of reasonable care, shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Security Collateral, whether or not the Agent or any Purchaser other Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any CollateralCollateral in each case, beyond the exercise of reasonable care. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it the Agent accords its own property. (b) . Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more subagents (each a “"Subagent”") for the Agent hereunder with respect to all -------- or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i1) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor the Grantors hereunder shall be deemed for purposes of this Security Agreement to have been made to such Subagent, in addition to the Agent, Subagent for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantorthe Grantors, (ii2) such Subagent shall automatically be vested, in addition to the Agent, vested with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, Collateral and (iii3) the term “"Agent,” " when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be -------- ------- authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the PurchasersSecured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more of its Affiliates (or, with the consent of the Company, any other Persons) subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the PurchasersSecured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.. 6453343.5 24

The Agent's Duties. (a) The powers conferred on the Agent hereunder are solely to protect the PurchasersSecured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Purchaser Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Agent may from time to time, when the Agent deems it to be necessary, appoint one or more of its Affiliates or branches (or, with the consent of the Borrower, any other Persons) subagents (each a “Subagent”) for the Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable benefit of the Purchasers, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights, powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent.be

The Agent's Duties. (a) 1. The powers conferred on the Agent hereunder are solely to protect the Purchasers’ Secured Parties interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers, except upon the direction of the Secured Parties. Except for the safe custody of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Pledged Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not any Purchaser the Agent has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Pledged Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which it the Agent accords its own property. (b) 2. Each Pledgor and the Secured Party hereby, jointly and severally, agree to indemnify and defend the Agent and to hold the Agent harmless from any loss, liability or expense incurred by the Agent without willful malfeasance or nonfeasance or bad faith on its part arising out of or in connection with the acceptance or administration by the Agent of its duties hereunder, including, but not limited to, the reasonable fees, costs and expenses of defending itself against claims of liability hereunder. Anything contained herein in the foregoing to the contrary notwithstanding, in the event of a dispute between the parties or between either or both of the parties and the agent or in the event of the agent's resignation if no successor agent has been appointed within 30 days following written notice to the parties by the Agent of such resignation, at the sole discretion of the Agent, the Agent may from at any time to timedeposit any or all of the Pledged Collateral with a federal or state court located in New York County, when New York selected by the Agent deems it to be necessary, appoint one or more subagents and in such event (each a “Subagent”x) for all liability and responsibility of the Agent hereunder with respect to all shall terminate upon such deposit having been made, and (y) after such deposit is made, and absent willful malfeasance or any nonfeasance or bad faith on the part of the Agent, the Agent may represent the Secured Party in connection with any dispute or proceeding relating to the disposition of the Pledged Collateral. In Absent willful malfeasance or nonfeasance or bad faith on the event that part of the Agent, the Secured Party and each of the Pledgors hereby waive any actual or alleged conflict of interest by reason of the Agent so appoints serving as Agent hereunder or in connection with any Subagent with respect to any Collateral, (i) such representation. Any breach or violation of the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes terms of this Agreement to have been made to such Subagentby any party, including the provisions and restrictions of this Section J, in addition to giving rise to monetary damages, may be enjoined. The Agent shall not be bound in any way by any agreement or contract between the Secured Party and any Pledgor whether or not it has knowledge thereof, and the Agent, for 's only duties and responsibilities hereunder shall be to hold the ratable benefit Pledged Collateral as Agent and to dispose of the PurchasersPledged Collateral in accordance with the terms of this Agreement. The Agent may act upon any instruments or other writings believed by the Agent in good faith to be genuine and to be signed or presented by the proper persons. The Agent shall not be liable for any error in judgment, as security law or fact or for any act done or omitted to be done in connection with the Secured Obligations performance of its duties under this Agreement, except for its own willful malfeasance or nonfeasance or bad faith. The Agent may consult with independent counsel and a written opinion of such Grantor, (ii) such Subagent counsel shall automatically be vested, full and complete authorization and protection in addition to the Agent, with all rights, powers, privileges, interests and remedies respect of any action taken or omitted by the Agent hereunder with respect to in good faith and in reliance upon such Collateral, and (iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agentopinion.