Common use of The Collateral Agent Clause in Contracts

The Collateral Agent. (a) By accepting a Note, each Holder will be deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Notes Collateral Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Notes Collateral Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Holders may not, individually or collectively, take any direct action to enforce the Notes Collateral Documents. The Holders may only act by instruction to the Trustee, which shall instruct the Collateral Agent subject to the Pari Passu Intercreditor Agreement. The Collateral Agent will have no duties or obligations except those expressly set forth in the Notes Collateral Documents to which it is party. The Collateral Agent will not be liable for any action taken or not taken by it in the absence of its own gross negligence, willful misconduct or bad faith. The Collateral Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Issuer), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Without limiting the generality of the foregoing, the Collateral Agent:

The Collateral Agent. (a) By accepting a Note, each Holder will be deemed to have irrevocably appointed the Collateral Agent to act as its collateral agent under the Notes Collateral applicable Security Documents and any Intercreditor Agreement and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, rights and powers and discretions that are specifically given to it under the Notes Collateral Documents or Security Documents, any Intercreditor Agreement and any other documents to which it is a party, together with any other incidental rightsrights and powers, powers and discretions and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf, any Security Document, any Intercreditor Agreement and all other instruments relating to any such Security Document or Intercreditor Agreement. The Holders may not, individually or collectively, take any direct action to enforce the Notes Collateral Documents. The Holders may only act by instruction to the Trustee, which shall instruct the Collateral Agent subject to the Pari Passu Security Documents or Intercreditor AgreementAgreements. The Collateral Agent will have no duties or obligations with respect to the Collateral except those expressly set forth hereunder or in the Notes applicable Security Documents and Intercreditor Agreements and no implied covenants or obligations shall be read into such documents against the Collateral Documents to which it is partyAgent. The Collateral Agent will not be liable for any action taken or not taken by it in the absence of its own gross negligence, willful misconduct or bad faithfaith (as determined by a court of competent jurisdiction in a final and non-appealable decision). The Collateral Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it in good faith to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the IssuerCompany), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Without limiting the generality of the foregoing, the Collateral Agent:

The Collateral Agent. (a) By accepting a Note, each Holder will be deemed to have irrevocably appointed the Collateral Agent to act as its collateral agent under the Notes Collateral applicable Security Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, rights and powers and discretions that are specifically given to it under the Notes Collateral Security Documents or other documents to which it is a party, together with any other incidental rightsrights and powers, powers and discretions and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf, any Security Documents and all other instruments relating to the Security Documents. The Holders may not, individually or collectively, take any direct action to enforce the Notes Collateral Security Documents. The Holders may only act by instruction to the Trustee, which shall instruct the Collateral Agent subject to the Pari Passu Intercreditor Agreement. The Collateral Agent will have no duties or obligations with respect to the Collateral except those expressly set forth hereunder or in the Notes applicable Security Documents and no implied covenants or obligations shall be read into such documents against the Collateral Documents to which it is partyAgent. The Collateral Agent will not be liable for any action taken or not taken by it in the absence of its own gross negligence, willful misconduct or bad faithfaith (as determined by a court of competent jurisdiction in a final and non-appealable decision). The Collateral Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it in good faith to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the IssuerCompany), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Without limiting the generality of the foregoing, the Collateral Agent:

The Collateral Agent. The provisions of Article 8 of the Credit Agreement shall inure to the benefit of the Collateral Agent, and shall be binding upon all Grantors and all Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing, (ai) By accepting a Note, each Holder will be deemed to have irrevocably appointed the Collateral Agent shall not be subject to act as its agent under the Notes Collateral Documents any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and irrevocably authorized is continuing, (ii) the Collateral Agent shall not have any duty to (i) perform take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the duties and exercise the rights, powers and discretions Security Documents that are specifically given to it under the Notes Collateral Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Holders may notis required in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.07 of the Credit Agreement), individually or collectively, take any direct action to enforce the Notes Collateral Documents. The Holders may only act by instruction to the Trustee, which shall instruct the Collateral Agent subject to the Pari Passu Intercreditor Agreement. The Collateral Agent will have no duties or obligations and (iii) except those as expressly set forth in the Notes Loan Documents, the Collateral Documents Agent shall not have any duty to which it disclose, and shall not be liable for any failure to disclose, any information relating to any Grantor that is partycommunicated to or obtained by the bank serving as the Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent will shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.07 of the Credit Agreement) or in the absence of its own gross negligence, negligence or willful misconduct or bad faithmisconduct. The Collateral Agent will shall be entitled to rely upon, and will deemed not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the proper person. The Collateral Agent may also rely upon any statement made to it orally Borrower or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Issuer), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Without limiting the generality of the foregoing, the Collateral Agent:a Secured Party.

The Collateral Agent. (a) By accepting a Note, each Holder will be deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Notes Collateral Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Notes Collateral Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Holders may not, individually or collectively, take any direct action to enforce the Notes Collateral Documents. The Holders may only act by instruction to the Trustee, which shall instruct the Collateral Agent subject to the Pari Passu Intercreditor AgreementAgent. The Collateral Agent will have no duties or obligations except those expressly set forth in the Notes Collateral Documents to which it is party. The Collateral Agent will not be liable for any action taken or not taken by it in the absence of its own gross negligence, negligence or willful misconduct or bad faithmisconduct. The Collateral Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Issuer), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Without limiting the generality of the foregoing, the Collateral Agent:

The Collateral Agent. (a) By accepting a Note, each Holder will be deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Notes Collateral Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Notes Collateral Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Holders may not, individually or collectively, take any direct action to enforce the Notes Collateral Documents. The Holders may only act by instruction to the Trustee, which shall instruct the Collateral Agent subject to the Pari Passu Intercreditor Agreement. The Collateral Agent will have no duties or hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood, acknowledged and agreed by each Secured Party that by accepting the benefits of this Agreement each such Secured Party acknowledges and agrees that the obligations except of the Collateral Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement, the Notes Collateral other Secured Documents to which it is partyand the Indenture. The Collateral Agent will not be liable for any action taken or not taken by it shall act hereunder on the terms and conditions set forth herein and in the absence of its own gross negligence, willful misconduct or bad faithother Secured Documents and the Indenture. The provisions of Article 13 of the Indenture shall inure to the benefit of the Collateral Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper personAgent, and shall not incur any liability for relying thereon. The be binding upon all Pledgors and all Secured Parties, in connection with this Agreement and the other Collateral Agent may consult with legal counsel (who may be counsel for the Issuer), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or expertsDocuments. Without limiting the generality of the foregoing, (i) the Collateral Agent:Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing and (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Collateral Documents that the Collateral Agent is required in writing to exercise by the Instructing Group. Notwithstanding anything to the contrary in this Agreement, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including the preparation, filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, enforceability, effectiveness or priority of this Agreement or the security interests or Liens intended to be created hereby.

The Collateral Agent. (a) By accepting a Note, each Holder will be deemed to have irrevocably appointed the Collateral Agent to act as its collateral agent under the Notes Collateral applicable Security Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, rights and powers and discretions that are specifically given to it under the Notes Collateral Security Documents or other documents to which it is a party, together with any other incidental rightsrights and powers, powers and discretions and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf, including the Intercreditor Agreement or any other intercreditor agreements with future holders or agents of Indebtedness of the Issuers and the Guarantors (collectively, for purposes of this Article 12, the “Intercreditor Agreements”), any Security Documents and all other instruments relating to the Security Documents. The Holders may not, individually or collectively, take any direct action to enforce the Notes Collateral Security Documents. The Holders may only act by instruction to the Trustee, which shall instruct the Collateral Agent subject to the Pari Passu Intercreditor Agreement. The Collateral Agent will have no duties or obligations with respect to the Collateral except those expressly set forth hereunder or in the Notes applicable Security Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into such documents against the Collateral Documents to which it is partyAgent. The Collateral Agent will not be liable for any action taken or not taken by it in the absence of its own gross negligence, willful misconduct or bad faithfaith (as determined by a court of competent jurisdiction in a final and non-appealable decision). The Collateral Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it in good faith to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the IssuerIssuers), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Without limiting the generality of the foregoing, the Collateral Agent:

The Collateral Agent. (a) U.S. Bank National Association will act as the Collateral Agent as of the Issue Date. The Collateral Agent shall hold (directly or through co-trustees or agents), and will be entitled to enforce, all Liens on the Collateral created in accordance with the terms of the Notes Collateral Documents. By accepting a Note, each Holder will be deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Notes Collateral Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Notes Collateral Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Holders may not, individually or collectively, take any direct action to enforce the Notes Collateral Documents. The Holders may only act by instruction to the Trustee, which shall instruct the Collateral Agent subject to the Pari Passu terms of the Intercreditor AgreementAgreements. The Collateral Agent will have no duties or obligations except those expressly set forth in the Notes Collateral Documents to which it is party. The Collateral Agent will not be liable for any action taken or not taken by it in the absence of its own gross negligence, negligence or willful misconduct or bad faithmisconduct. The Collateral Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the IssuerCompany), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct, in each case, in accordance with the advice of any such counsel, accountants or experts. Without limiting the generality of the foregoing, the Collateral Agent:

The Collateral Agent. (a) By accepting a Note, each Holder will be deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Notes Collateral Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Notes Collateral Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Holders may not, individually or collectively, take any direct action to enforce the Notes Collateral Documents. The Holders may only act by instruction to the Trustee, which shall instruct the Collateral Agent subject to the Pari Passu Intercreditor Agreement. The Collateral Agent will have no duties or hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood, acknowledged and agreed by each Notes Secured Party that by accepting the benefits of this Agreement each such Notes Secured Party acknowledges and agrees that the obligations except of the Collateral Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement, the Notes other Collateral Documents to which it is partyand the Indenture Documents. The Collateral Agent will not be liable for any action taken or not taken by it shall act hereunder on the terms and conditions set forth herein and in the absence of its own gross negligence, willful misconduct or bad faithother Collateral Documents and the Indenture Documents. The provisions of Article 13 of the Indenture shall inure to the benefit of the Collateral Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper personAgent, and shall not incur any liability for relying thereon. The Collateral Agent may consult be binding upon all Pledgors and all Notes Secured Parties, in connection with legal counsel (who may be counsel for this Agreement and the Issuer), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or expertsIndenture Documents. Without limiting the generality of the foregoing, (i) the duties of the Collateral Agent:Manager shall be ministerial and administrative in nature and the Collateral Agent shall not be subject to any trust, fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement, the Intercreditor Agreement, the Indenture Documents and the Collateral Documents or otherwise exist against the Collateral Agent and (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Indenture Documents that the Collateral Agent is required in writing to exercise in accordance with the Indenture Documents. Notwithstanding anything to the contrary in this Agreement, in no event shall the Collateral Agent (i) be liable or responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including the preparation, filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), (ii) be liable or responsible for, and the Collateral Agent makes no representation regarding, the validity, enforceability, effectiveness or priority of this Agreement or the security interests or Liens intended to be created hereby or (iii) be liable or responsible for any failure of the Pledgors or any party to the Intercreditor Agreement or the Indenture Documents to perform its obligations hereunder or thereunder.

The Collateral Agent. (a) U.S. Bank Trust Company, National Association will act as the Collateral Agent as of the Issue Date. The Collateral Agent shall hold (directly or through co-trustees or agents), and will be entitled to enforce, subject to the Intercreditor Agreements, all Liens on the Collateral created in accordance with the terms of the Notes Collateral Documents. By accepting a Note, each Holder will be deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Notes Collateral Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Notes Collateral Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Holders may not, individually or collectively, take any direct action to enforce the Notes Collateral Documents. The Holders may only act by instruction to the Trustee, which shall instruct the Collateral Agent subject to the Pari Passu terms of the Intercreditor AgreementAgreements. The Collateral Agent will have no duties or obligations except those expressly set forth in the Notes Collateral Documents to which it is party. The Collateral Agent will not be liable for any action taken or not taken by it in the absence of its own gross negligence, negligence or willful misconduct or bad faithmisconduct. The Collateral Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the IssuerCompany), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct, in each case, in accordance with the advice of any such counsel, accountants or experts. Without limiting the generality of the foregoing, the Collateral Agent:

The Collateral Agent. (a) By accepting a Note, each Holder will be deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Notes Collateral Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Notes Collateral Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Holders may not, individually or collectively, take any direct action to enforce the Notes Collateral Documents. The Holders may only act by instruction to the Trustee, which shall instruct the Collateral Agent subject to the Pari Passu Intercreditor Agreement. The Collateral Agent will shall not have no duties or obligations except those expressly set forth in this Indenture and the Notes Collateral Documents to which it is party, and no implied covenants or obligations shall be read into this Indenture and the Collateral Documents against the Collateral Agent. The Collateral Agent will shall not be liable for any action taken or not taken by it in the absence of its own gross negligence, bad faith or willful misconduct or bad faithmisconduct. The Collateral Agent will shall be entitled to rely upon, and will shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the IssuerCompany), independent accountants and other experts selected by it, and will shall not be liable for any action taken or not taken by it in the absence of its own gross negligence, bad faith or willful misconduct, in each case, in accordance with the advice of any such counsel, accountants or experts. Without limiting Subject to the generality of the foregoingCollateral Agent Agreement, the Collateral Agent:Agent shall have an unqualified right to resign at any time. Nothing in this Indenture (or any other document) shall require the Collateral Agent to expend or risk its own funds or otherwise incur any personal or financial liability in the performance of any right or duties under or in connection with this Indenture, the Notes or any Collateral Documents.

The Collateral Agent. (a) By The Collateral Agent will hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood, acknowledged and agreed by each Secured Party that by accepting a Note, the benefits of this Agreement each Holder will be deemed to have irrevocably appointed such Secured Party acknowledges and agrees that the obligations of the Collateral Agent as holder of the Collateral and interests therein and with respect to act as its agent the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement, the Notes Collateral other Facility Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Notes Collateral Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Holders may not, individually or collectively, take any direct action to enforce the Notes Collateral Documents. The Holders may only act by instruction to the Trustee, which shall instruct the Collateral Agent subject to the Pari Passu Intercreditor Loan Agreement. The Collateral Agent will have no duties or obligations except those expressly shall act hereunder on the terms and conditions set forth herein and in the Notes Collateral other Facility Documents to which it is partyand the Loan Agreement. The provisions of Article VIII of the Loan Agreement shall inure to the benefit of the Collateral Agent will not be liable for any action taken or not taken by it in the absence of its own gross negligence, willful misconduct or bad faith. The Collateral Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper personAgent, and shall not incur any liability for relying thereon. The Collateral Agent may consult be binding upon all Pledgors and all Secured Parties, in connection with legal counsel (who may be counsel for this Agreement and the Issuer), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or expertsFacility Documents. Without limiting the generality of the foregoing, (i) the Collateral Agent:Agent shall not be subject to any trust, fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing and no implied covenants, responsibilities, duties, obligations or liabilities against the Collateral Agent shall be read into this Agreement and (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Facility Documents that the Collateral Agent is required in writing to exercise by the Required Lenders. Notwithstanding anything to the contrary in this Agreement, in no event shall the Collateral Agent (i) be liable or responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including the preparation, filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), (ii) be liable for or responsible for, and the Collateral Agent makes no representation regarding, the validity, enforceability, effectiveness or priority of this Agreement or the security interests or Liens intended to be created hereby or (iii) be liable or responsible for any failure of the Pledgors or any party to the Intercreditor Agreement or the Facility Documents to perform its obligations hereunder or thereunder.

The Collateral Agent. (a) By accepting a Note, each Holder will be deemed to have Each of the Agents hereby irrevocably appointed appoints the Collateral Agent as its agent and authorizes the Collateral Agent to act take such actions on its behalf and to exercise such powers as its agent under the Notes Collateral Documents and irrevocably authorized are delegated to the Collateral Agent to (i) perform by the duties and exercise the rights, powers and discretions that are specifically given to it under the Notes Collateral Documents or other documents to which it is a partyterms hereof, together with any other such actions and powers as are reasonably incidental rights, powers and discretions and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. The Holders may not, individually or collectively, take any direct action to enforce the Notes Collateral Documents. The Holders may only act by instruction to the Trustee, which shall instruct the Collateral Agent subject to the Pari Passu Intercreditor Agreementthereto. The Collateral Agent will shall not have no any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a "Default" under any Loan Document has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Collateral Agent is required to exercise in writing as directed by the Notes Controlling Party, and (c) except as expressly set forth herein, the Collateral Documents Agent shall not have any duty to which it disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower that is partycommunicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent will shall not be liable for any action taken or not taken by it with the consent or at the request of the Controlling Party or in the absence of its own gross negligence, willful misconduct negligence or bad faithwilful misconduct. The Collateral Agent will shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Borrower or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document. If, with respect to a proposed action to be taken by it, the Collateral Agent shall reasonably conclude in good faith that the provisions of 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 Secured Parties, identifying the proposed action 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 exercise such discretionary power unless it has received the written confirmation of the Controlling Party that the Controlling Party concurs in the circumstances that the action proposed to be taken by the Collateral Agent is consistent with the terms of this Agreement or is otherwise appropriate. The Collateral Agent shall be fully protected in acting, or refraining from acting, under this Agreement in accordance with such confirmation of the Controlling Party in this respect, and such confirmation shall be binding upon the Collateral Agent and upon the Secured Parties. The Collateral Agent shall be entitled to rely upon, and will shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper personPerson. The Collateral Agent also may also rely upon any statement made to it orally or by telephone and believed by it to have been be made by the proper personPerson, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the IssuerBorrower), independent accountants and other experts selected by it, and will shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Without limiting The Collateral Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the generality Collateral Agent. The Collateral Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the foregoingpreceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agent and any such sub-agent. The Collateral Agent's sole duties with respect to the custody, safekeeping and the preservation of the Collateral in its possession shall be to deal with such Collateral in accordance with the provisions of this Agreement and in the same manner as it deals with similar property for its own account. Except to the extent otherwise instructed in accordance with the terms of this Agreement and as otherwise provided hereunder, the Collateral Agent shall not be liable for failure to demand, collect or realize upon any of the Collateral, and the Collateral Agent shall not be under any obligation to sell or otherwise dispose of any of the Collateral or to take any other action whatsoever with respect to the Collateral upon the request of the Borrower. The rights of the Collateral Agent and the Secured Parties hereunder as against the Borrower shall not be conditioned or contingent upon the pursuit by the Collateral Agent or the Secured Parties of any right, power or remedy against the Borrower or against any other Person which may be or become liable in respect of all or any part of the Collateral. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Agents and the Borrower. Upon any such resignation, the Controlling Party shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Controlling Party and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent:, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Collateral Agent's resignation hereunder, the provisions of this Section shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent.