Common use of The Collateral Agent’s Duties Clause in Contracts

The Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent's interest in the Collateral and shall not impose any fiduciary 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 Collateral 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 the Collateral 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, including but not limited to, the bringing of any action against the Pledgor on behalf of the Secured Party. The Collateral 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 the Collateral Agent accords its own property. Collateral Agent may consult with legal counsel of its own choosing at the expense of the Pledgor as to any matter relating to this Agreement, and Collateral Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). The Collateral Agent shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall the Collateral Agent be liable (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from Pledgor or any Authorized Person of the Pledgor contemplated by this Agreement, and from any registrar or transfer agent for the Mandatory Convertible Preferred Stock, provided that such instruction, notice, demand, certificate or document complies in all material respects with the provisions hereof, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of any nominees, correspondents, designees, agents, subagents or subcustodians chosen by it, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Collateral, or any loss of interest incident to any such delays, or (v) for an amount in excess of the value of the Collateral, valued as of the date of deposit, but only to the extent of direct money damages.

The Collateral Agent’s Duties. (i) The powers conferred on Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent hereunder are solely to protect the Collateral Agent's interest in the Collateral and shall not impose any fiduciary duty upon it to exercise any such powers. Except deals with similar property for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral 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 the Collateral 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, including but not limited to, the bringing of any action against the Pledgor on behalf of the Secured Partyown account. The Collateral 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 the Collateral Agent accords its own property. Neither the Collateral Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent may consult with legal counsel of its own choosing at and the expense of Secured Parties hereunder are solely to protect the Pledgor as to Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any matter relating to this Agreement, and duty upon the Collateral Agent shall not incur or any liability in acting in good faith in accordance with Secured Party to exercise any advice from such counsel. Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility)powers. The Collateral Agent and the Secured Parties shall not be liable accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Pledgor for any action taken act or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall the Collateral Agent be liable (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from Pledgor or any Authorized Person of the Pledgor contemplated by this Agreement, and from any registrar or transfer agent for the Mandatory Convertible Preferred Stock, provided that such instruction, notice, demand, certificate or document complies in all material respects with the provisions hereof, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of any nominees, correspondents, designees, agents, subagents or subcustodians chosen by it, (iv) for the investment or reinvestment of any cash held by it failure to act hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability except for any delays (not resulting from its their own gross negligence or willful misconduct) in the investment or reinvestment . By acceptance of the Collateralbenefits under this Agreement and the other Security Documents, or any loss of interest incident the Existing Notes Secured Parties and the Existing Notes Trustees will be deemed to any such delays, or (v) for an amount in excess have acknowledged and agreed that the provisions of the value preceding sentence are intended to induce the Lenders to permit such Persons to be Secured Parties under this Agreement and certain of the Collateral, valued other Security Documents and are being relied upon by the Lenders as of the date of deposit, but only to the extent of direct money damagesconsideration therefor.

The Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent's its interest in the Collateral and shall not impose any fiduciary 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 Collateral Agent shall have no duty as to any Collateral, as to ascertaining ascertain or taking take action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any CollateralPledged Shares, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters, or as to the taking of take any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral, including but not limited to, the bringing of any action against the Pledgor on behalf of the Secured Party. The Collateral 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 the Collateral Agent accords its own property. The Collateral Agent may consult with legal counsel will not be responsible for the existence, genuineness or value of its own choosing at the expense any of the Pledgor as to Collateral or for the validity, perfection, priority or enforceability of the Liens in any matter relating to this Agreementof the Collateral, and Collateral Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. Collateral Agent shall not incur any liability for not performing any act whether impaired by operation of law or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond action or omission to act on its part hereunder, except to the control of Collateral Agent (including but not limited to any act extent such action or provision of any present or future law or regulation or governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). The Collateral Agent shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of omission constitutes gross negligence or willful misconduct on its part. In no event shall the part of the Collateral Agent be liable (i) Agent, as determined by a court of competent jurisdiction in a final, non-appealable order, for acting in accordance with the validity or relying upon any instruction, notice, demand, certificate or document from Pledgor sufficiency of the Collateral or any Authorized Person agreement or assignment contained therein, for the validity of the Pledgor contemplated by this Agreementtitle of any grantor to the Collateral, and from any registrar for insuring the Collateral or transfer agent for the Mandatory Convertible Preferred Stockpayment of taxes, provided that such instructioncharges, notice, demand, certificate assessments or document complies in all material respects with Liens upon the provisions hereof, (ii) for any indirect, consequential, punitive Collateral or special damages, regardless of otherwise as to the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of any nominees, correspondents, designees, agents, subagents or subcustodians chosen by it, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment maintenance of the Collateral, . The Collateral Agent hereby disclaims any representation or any loss warranty to the present and future holders of interest incident to any such delays, the Obligations concerning the perfection of the Liens granted hereunder or (v) for an amount in excess of the value of any of the Collateral, valued as of the date of deposit, but only to the extent of direct money damages.

The Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent's Secured Parties’ interest in the Collateral and shall not impose any fiduciary duty upon it to exercise any such powers. In performing its functions and duties solely under this Agreement, the Collateral Agent shall act solely as the agent of the Secured Parties and does not assume, nor shall be deemed to have assumed, a fiduciary relationship or any obligation or relationship of trust with or for the Secured Parties. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral 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 the Collateral Agent any 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, including but not limited to, the bringing of any action against the Pledgor on behalf of the Secured Party. The Collateral 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 the Collateral Agent it accords its own property. Collateral Agent may consult In connection with legal counsel of its own choosing at exercising any right or discretionary duty hereunder, the expense of the Pledgor as to any matter relating to this Agreement, and Collateral Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond be entitled to rely upon the control of Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war or terrorism, or the unavailability direction of the Federal Reserve Bank wire or facsimile or other wire or communication facility)Required Lenders. The Collateral Agent shall not be liable have any liability for taking any action taken or omitted at the direction of such party, or for any loss failure or injury resulting from its actions delay of any such party to provide timely direction to the Collateral Agent. Notwithstanding any other provision of this Agreement, (i) any such direction may not conflict with any rule of law or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall with this Agreement and (ii) the Collateral Agent shall not be liable required to take any action that it determines might involve it in liability. The Collateral Agent shall have no duties or obligations under this Agreement except for those expressly set forth herein as duties on its part to be performed. (b) Anything contained herein to the contrary notwithstanding, the Collateral Agent may from time to time, when the Collateral Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Collateral Agent hereunder with respect to all or any part of the Collateral. In the event that the Collateral Agent so appoints any Subagent with respect to any Collateral, (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from Pledgor or any Authorized Person of the Pledgor contemplated by this Agreement, assignment and from any registrar or transfer agent for the Mandatory Convertible Preferred Stock, provided that such instruction, notice, demand, certificate or document complies in all material respects with the provisions hereof, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of any nominees, correspondents, designees, agents, subagents or subcustodians chosen by it, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Collateral, or any loss of interest incident to any such delays, or (v) for an amount in excess of the value of the Collateral, valued as of the date of deposit, but only to the extent of direct money damages.pledge of

The Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect its and the Collateral Agent's other Secured Parties' interest in the Intellectual Property Collateral and shall not impose any fiduciary duty upon it to exercise any such powers. Except for the safe custody and reasonable care of the certificates of registration for any Collateral of the Trademarks and Copyrights, the letters patent for any of the Patents and any License in its possession and the accounting for moneys actually received by it hereunder, the Collateral 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 Intellectual Property Collateral, whether or not the Collateral Agent or any 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 Intellectual Property Collateral, including but not limited to, the bringing of any action against the Pledgor on behalf of the Secured Party. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the certificates of registration for any Collateral of the Trademarks and Copyrights, the letters patent for any of the Patents and any License in its possession if such Collateral is certificates of registration, letters patent and licenses are accorded treatment substantially equal to that which the Collateral Agent it accords its own property. Anything contained herein to the contrary notwithstanding, the Collateral Agent may consult with legal counsel of its own choosing at the expense of the Pledgor as from time to any matter relating to this Agreementtime, and Collateral Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). The Collateral Agent shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall when the Collateral Agent reasonably deems it to be liable necessary, appoint one or more subagents (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from Pledgor or any Authorized Person of the Pledgor contemplated by this Agreement, and from any registrar or transfer agent for the Mandatory Convertible Preferred Stock, provided that such instruction, notice, demand, certificate or document complies in all material respects with the provisions hereof, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iiieach a "Subagent") for the acts Collateral Agent hereunder with respect to all or omissions any part of the Intellectual Property Collateral. In the event that the Collateral Agent so appoints any nominees, correspondents, designees, agents, subagents or subcustodians chosen by itSubagent with respect to any Intellectual Property Collateral, (iv1) the security interest assigned and granted in such Intellectual Property Collateral by each Grantor hereunder shall be deemed for purposes of this Intellectual Property Security Agreement to have been made to such Subagent for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment ratable benefit of the Lender Parties, as security for the Secured Obligations of such Grantor, (2) such Subagent shall automatically be vested with all rights, powers, privileges, interests and remedies of the Collateral Agent hereunder with respect to such Intellectual Property Collateral, or and (3) the term "Collateral Agent," when used herein in relation to any loss rights, powers, privileges, interests and remedies of interest incident the Collateral Agent with respect to such Intellectual Property Collateral, shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any action with respect to any such delays, or (v) for an amount in excess of the value of the Collateral, valued as of the date of deposit, but only Intellectual Property Collateral unless and except to the extent of direct money damagesexpressly authorized in writing by the Collateral Agent.

The Collateral Agent’s Duties. The provisions of Article 8 of the DIP Credit Agreement shall inure to the benefit of the Collateral 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 Collateral Agent hereunder are solely to protect its interests and the Collateral Agent's interest interests of the Secured Parties in the Collateral and shall not impose any fiduciary duty upon it the Collateral 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 Collateral 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 the Collateral 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, including but not limited to, the bringing of any action against the Pledgor on behalf of the Secured Party. The Collateral 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 the Collateral Agent it accords its own property. Collateral Agent may consult with legal counsel of its own choosing at the expense of the Pledgor as to any matter relating to this Agreement, and the Collateral Agent shall not incur be liable or responsible for any liability loss or damage to any of the Collateral, or for any diminution in acting 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 Collateral Agent in good faith in accordance and with any advice from such counsel. Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility)reasonable care. The Collateral Agent shall not be liable 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 taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct omission to act on its part. In no event shall part hereunder; provided that the Collateral Agent shall be liable (i) for acting in accordance with or relying upon responsible if it executes and delivers any instruction, notice, demand, certificate or document from Pledgor or any Authorized Person release of the Pledgor contemplated 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 from any registrar or transfer agent for delivery is the Mandatory Convertible Preferred Stock, provided that such instruction, notice, demand, certificate or document complies in all material respects with the provisions hereof, (ii) for any indirect, consequential, punitive or special damages, regardless result of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of any nominees, correspondents, designees, agents, subagents or subcustodians chosen by it, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its own gross negligence or willful misconduct) . The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Grantors. Pursuant to Article 8 of the DIP Credit Agreement, the Collateral Agent has been authorized by the Secured Parties to take all such action provided to be taken by it as Collateral Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the Collateral), the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required DIP Lenders or, in the investment or reinvestment absence of the Collateralsuch instructions, or any loss of interest incident to any such delays, or (v) for an amount in excess of the value of the Collateral, valued as of the date of deposit, but only to the extent of direct money damagesaccordance with its discretion.

The Collateral Agent’s Duties. Notwithstanding any other provision of this Agreement, nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent. The provisions of this Section 19 shall in no event relieve any Grantor of any of its obligations hereunder or under any other Transaction Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent of any other or further right that it may have on the date of this Agreement or hereafter, whether hereunder, under any other Transaction Document, by law or otherwise. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent's Secured Parties’ interest in the Collateral and shall not impose any fiduciary 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 The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and shall have no duty as to any Collateral, 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 the Collateral Agent any 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, including but not limited to, the bringing of any action against the Pledgor on behalf . None of the Secured PartyCollateral Agent or any of its officers, directors, employees or agents shall be liable for any act or failure to act hereunder. The Collateral 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 the Collateral Agent it accords its own property. Collateral Agent may consult with legal counsel of its own choosing at the expense of the Pledgor as to any matter relating to this Agreement, and Collateral Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). The Collateral Agent shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall the Collateral Agent be liable (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from Pledgor or any Authorized Person of the Pledgor contemplated by this Agreement, and from any registrar or transfer agent for the Mandatory Convertible Preferred Stock, provided that such instruction, notice, demand, certificate or document complies in all material respects with the provisions hereof, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of any nominees, correspondents, designees, agents, subagents or subcustodians chosen by it, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Collateral, or any loss of interest incident to any such delays, or (v) for an amount in excess of the value of the Collateral, valued as of the date of deposit, but only to the extent of direct money damages.

The Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent's Secured Parties’ interest in the Collateral and shall not impose any fiduciary 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 Collateral 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 the Collateral Agent any 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, including but not limited to, the bringing of any action against the Pledgor on behalf of the Secured Party. The Collateral 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 the Collateral Agent it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Collateral Agent may consult with legal counsel of its own choosing at the expense of the Pledgor as from time to any matter relating to this Agreementtime, and Collateral Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). The Collateral Agent shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall when the Collateral Agent deems it to be liable necessary, appoint one or more subagents (each a “Subagent”) for the Collateral Agent hereunder with respect to all or any part of the Collateral. In the event that the Collateral 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 the Borrower hereunder shall be deemed for acting purposes of this Security Agreement to have been made to such Subagent, in accordance with or relying upon any instructionaddition to the Collateral Agent, notice, demand, certificate or document from Pledgor or any Authorized Person for the ratable benefit of the Pledgor contemplated by this AgreementSecured Parties, and from any registrar or transfer agent as security for the Mandatory Convertible Preferred Stock, provided that such instruction, notice, demand, certificate or document complies in all material respects with the provisions hereofSecured Obligations, (ii) for any indirectsuch Subagent shall automatically be vested, consequentialin addition to the Collateral Agent, punitive or special damageswith all rights, regardless powers, privileges, interests and remedies of the form of action Collateral Agent hereunder with respect to such Collateral, and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of term “Collateral Agent,” when used herein in relation to any nomineesrights, correspondentspowers, designeesprivileges, agents, subagents or subcustodians chosen by it, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment interests and remedies of the Collateral Agent with respect to such Collateral, or shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any loss of interest incident action with respect to any such delays, or (v) for an amount in excess of the value of the Collateral, valued as of the date of deposit, but only Collateral unless and except to the extent of direct money damages.expressly authorized in writing by the Collateral Agent. Security Agreement 07771-0276/LEGAL17986459.2 5/4/10

The Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent's Secured Parties’ interest in the Collateral and shall not impose any fiduciary 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 Collateral 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 the Collateral Agent any 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, including but not limited to, the bringing of any action against the Pledgor on behalf of the Secured Party. The Collateral 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 the Collateral Agent it accords its own property. Collateral Agent may consult with legal counsel of its own choosing at the expense of the Pledgor as to any matter relating to this Agreement, and Collateral Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). The Collateral Agent shall not be liable responsible for filing any action taken financing or omitted continuation statements or for recording any loss documents or injury resulting from its actions instruments in any public office at any time or its performance times or lack otherwise perfecting or maintaining the perfection of performance of its duties hereunder any security interest in the absence Collateral. For the avoidance of gross negligence or willful misconduct on its part. In doubt, the foregoing shall in no event shall way relieve the obligations of each Grantor to take all actions necessary to perfect and maintain the perfection of the security interest in the Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties. In acting under this Agreement, the Collateral Agent shall be liable entitled to the rights, protections and immunities provided to the Trustee in the Indenture and such are incorporated by reference herein, mutatis mutandis.(b) Anything contained herein to the contrary notwithstanding, the Collateral Agent may from time to time, when the Collateral Agent deems it to be necessary, appoint one or more subagents (each, a “Subagent”) for the Collateral Agent hereunder with respect to all or any part of the Collateral. In the event that the Collateral 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 acting purposes of this Agreement to have been made to such Subagent, in accordance with or relying upon any instructionaddition to the Collateral Agent, notice, demand, certificate or document from Pledgor or any Authorized Person for the ratable benefit of the Pledgor contemplated by this AgreementSecured Parties, and from any registrar or transfer agent as security for the Mandatory Convertible Preferred Stock, provided that Secured Obligations of such instruction, notice, demand, certificate or document complies in all material respects with the provisions hereofGrantor, (ii) for any indirectsuch Subagent shall automatically be vested, consequentialin addition to the Collateral Agent, punitive or special damageswith all rights, regardless powers, privileges, interests and remedies of the form of action Collateral Agent hereunder with respect to such Collateral, and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of term “Collateral Agent,” when used herein in relation to any nomineesrights, correspondentspowers, designeesprivileges, agents, subagents or subcustodians chosen by it, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment interests and remedies of the Collateral Agent with respect to such Collateral, or shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any loss of interest incident action with respect to any such delays, or (v) for an amount in excess of the value of the Collateral, valued as of the date of deposit, but only Collateral unless and except to the extent of direct money damagesexpressly authorized in writing by the Collateral Agent.

The Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent's Secured Parties' interest in the Collateral and shall not impose any fiduciary 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 Collateral 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 the Collateral Agent any 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, including but not limited to, the bringing of any action against the Pledgor on behalf of the Secured Party. The Collateral 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 the Collateral Agent it accords its own property. Anything contained herein to the contrary notwithstanding, the Collateral Agent may consult with legal counsel of its own choosing at the expense of the Pledgor as from time to any matter relating to this Agreement, and Collateral Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). The Collateral Agent shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall time when the Collateral Agent deems it to be liable necessary appoint one or more subagents (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from Pledgor or any Authorized Person of the Pledgor contemplated by this Agreement, and from any registrar or transfer agent for the Mandatory Convertible Preferred Stock, provided that such instruction, notice, demand, certificate or document complies in all material respects with the provisions hereof, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iiieach a "Subagent") for the acts Collateral Agent hereunder with respect to all or omissions of any nominees, correspondents, designees, agents, subagents or subcustodians chosen by it, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment part of the Collateral. In the event that the Collateral Agent so appoints any Subagent with respect to any Collateral, or (1) 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 for the ratable benefit of the Secured Parties, as security for the Secured Obligations of such Grantor, (2) such Subagent shall automatically be vested with all rights, powers, privileges, interests and remedies of the Collateral Agent hereunder with respect to such Collateral, and (3) the term "Collateral Agent," when used herein in relation to any loss rights, powers, privileges, interests and remedies of interest incident the Collateral Agent with respect to such Collateral, shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any action with respect to any such delays, or (v) for an amount in excess of the value of the Collateral, valued as of the date of deposit, but only Collateral unless and except to the extent of direct money damagesexpressly authorized in writing by the Collateral Agent.