Common use of The Collateral Agent’s Duty of Care Clause in Contracts

The Collateral Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Collateral Agent hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Obligors shall be responsible for preservation of all rights in the Collateral, and the Collateral Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Obligors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section 11 hereof, the Collateral Agent shall have no obligation to clean-up, repair or otherwise prepare the Collateral for sale. The powers conferred on the Collateral Agent, its directors, officers and agents pursuant to this Section 13 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon any of them to exercise any such powers. The Collateral Agent shall be accountable only for the amounts that it actually receives as a result of the exercise of its powers under this Section, and neither it nor any of its officers, directors, employees or agents shall be responsible to any Obligor for any act or failure to act, except for the Collateral Agent’s or such person’s own gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.

The Collateral Agent’s Duty of Care. Other than (a) The Collateral Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the exercise Pledged Collateral, except for those arising out of or in connection with the Collateral Agent's (i) gross negligence or willful misconduct, or (ii) failure to use reasonable care with respect to assure the safe custody of the Pledged Collateral while being held by in the Collateral Agent hereunderAgent's possession. Without limiting the generality of the foregoing, the Collateral Agent shall have be under no duty or liability obligation to take any steps necessary to preserve rights pertaining thereto, it being understood and agreed that in the Obligors Pledged Collateral against any other parties but may do so at its option. All expenses incurred in connection therewith shall be responsible for preservation the sole account of all rights in the CollateralPledgors, and shall constitute part of the Secured Obligations secured hereby. (b) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The Collateral Agent shall not be relieved liable for any delay or failure to act as may be required hereunder when such delay or failure is due to any act of all responsibility for God, interruption or other circumstances beyond its control; PROVIDED, that it exercises such diligence as the Collateral upon surrendering it or tendering the surrender of it to the Obligorscircumstances may reasonably require. The Collateral Agent shall be deemed entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have exercised reasonable care in been signed or sent by the custody and preservation of proper person. After receiving any direction from the Collateral in its possession if Pledgors or the Collateral is accorded treatment substantially equal to that which Secured Parties, the Collateral Agent accords its own propertymay (at the expense of the Pledgors) consult with legal counsel of such Agents' selection (provided that such counsel shall be a firm of nationally recognized reputation), and the written advice of such counsel (or any Opinion of Counsel caused by the Pledgors to be furnished by the Company to the Collateral Agent) shall be full and complete protection in respect of any action taken, suffered or omitted by it being understood that the hereunder in good faith and in reliance thereon. (c) The Collateral Agent shall not be deemed to have responsibility for taking notice of any necessary steps to preserve rights against Event of Default unless an officer of the Collateral Agent has actual knowledge thereof or unless written notice of any parties such Event of Default is received by the Collateral Agent at the office of the Collateral Agent specified in SECTION 31 of this Agreement. (d) The Collateral Agent's sole duty with respect to any the custody, safekeeping and physical preservation of the Collateral. In Pledged Collateral shall be to deal with it in the event of a public or private sale of Collateral pursuant to Section 11 hereof, same manner as the Collateral Agent deals with similar property for its own account. (e) In no event shall have no obligation to clean-up, repair or otherwise prepare the Collateral Agent be liable for sale. The powers conferred on special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent, its directors, officers and agents pursuant to this Section 13 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon any of them to exercise any such powers. The Collateral Agent shall be accountable only for the amounts that it actually receives as a result has been advised of the exercise likelihood of its powers under this Section, such loss or damage and neither it nor any regardless of its officers, directors, employees or agents shall be responsible to any Obligor for any act or failure to act, except for the Collateral Agent’s or such person’s own gross negligence or willful misconduct, as finally determined by a court form of competent jurisdictionaction.

The Collateral Agent’s Duty of Care. Other than (a) The Collateral Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the exercise Pledged Collateral, except for those arising out of or in connection with the Collateral Agent's (i) gross negligence or willful misconduct, or (ii) failure to use reasonable care with respect to assure the safe custody of the Pledged Collateral while being held by in the Collateral Agent hereunderAgent's possession. Without limiting the generality of the foregoing, the Collateral Agent shall have be under no duty or liability obligation to take any steps necessary to preserve rights pertaining thereto, it being understood and agreed that in the Obligors Pledged Collateral against any other parties but may do so at its option. All expenses incurred in connection therewith shall be responsible for preservation the sole account of all rights in the CollateralPledgors, and shall constitute part of the Secured Obligations secured hereby. (b) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The Collateral Agent shall not be relieved liable for any delay or failure to act as may be required hereunder when such delay or failure is due to any act of all responsibility for God, interruption or other circumstances beyond its control; provided, that it exercises such diligence as the Collateral upon surrendering it or tendering the surrender of it to the Obligorscircumstances may reasonably require. The Collateral Agent shall be deemed entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have exercised reasonable care in been signed or sent by the custody and preservation of proper person. After receiving any direction from the Collateral in its possession if Pledgors or the Collateral is accorded treatment substantially equal to that which Secured Parties, the Collateral Agent accords its own propertymay (at the expense of the Pledgors) consult with legal counsel of such Agents' selection (provided that such counsel shall be a firm of nationally recognized reputation), and the written advice of such counsel (or any Opinion of Counsel caused by the Pledgors to be furnished by the Company to the Collateral Agent) shall be full and complete protection in respect of any action taken, suffered or omitted by it being understood that the hereunder in good faith and in reliance thereon. (c) The Collateral Agent shall not be deemed to have responsibility for taking notice of any necessary steps to preserve rights against Event of Default unless an officer of the Collateral Agent has actual knowledge thereof or unless written notice of any parties such Event of Default is received by the Collateral Agent at the office of the Collateral Agent specified in Section 31 of this Agreement. (d) The Collateral Agent's sole duty with respect to any the custody, safekeeping and physical preservation of the Collateral. In Pledged Collateral shall be to deal with it in the event of a public or private sale of Collateral pursuant to Section 11 hereof, same manner as the Collateral Agent deals with similar property for its own account. (e) In no event shall have no obligation to clean-up, repair or otherwise prepare the Collateral Agent be liable for sale. The powers conferred on special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent, its directors, officers and agents pursuant to this Section 13 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon any of them to exercise any such powers. The Collateral Agent shall be accountable only for the amounts that it actually receives as a result has been advised of the exercise likelihood of its powers under this Section, such loss or damage and neither it nor any regardless of its officers, directors, employees or agents shall be responsible to any Obligor for any act or failure to act, except for the Collateral Agent’s or such person’s own gross negligence or willful misconduct, as finally determined by a court form of competent jurisdictionaction.

The Collateral Agent’s Duty of Care. Other than (a) The Collateral Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the exercise Collateral, except for those arising out of or in connection with the Collateral Agent's (i) gross negligence or willful misconduct, or (ii) failure to use reasonable care with respect to assure the safe custody of the Collateral while being held by in the Collateral Agent hereunderAgent's possession. Without limiting the generality of the foregoing, the Collateral Agent shall have be under no duty or liability obligation to take any steps necessary to preserve rights pertaining thereto, it being understood and agreed that in the Obligors Collateral against any other parties but may do so at its option. All expenses incurred in connection therewith shall be responsible for preservation the sole account of all rights in the CollateralGrantors, and shall constitute part of the Liabilities secured hereby. (b) No provision of this Security Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in the Security Documents, the Intercreditor Agreement or the Indenture. The Collateral Agent shall not be relieved liable for any delay or failure to act as may be required hereunder when such delay or failure is due to any act of all responsibility for God, interruption or other circumstances beyond its control provided it exercises such diligence as the Collateral upon surrendering it or tendering the surrender of it to the Obligorscircumstances may reasonably require. The Collateral Agent shall be deemed entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have exercised reasonable care in been signed or sent by the custody proper person. The Collateral Agent may consult with, and preservation obtain advice from, legal counsel as to the construction of any of the Collateral provisions of this Agreement, and shall incur no liability in its possession if acting in good faith in accordance with the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the reasonable advice of such counsel. (c) The Collateral Agent shall not be deemed to have responsibility for taking notice of any necessary steps to preserve rights against any parties with respect to any Event of Default unless an officer of the Collateral. In Collateral Agent has actual knowledge thereof or unless written notice of any such Event of Default is received by the event Collateral Agent at the office of a public the Collateral Agent specified in or private sale of Collateral pursuant to Section 11 hereof, the Collateral Agent shall have no obligation to clean-up, repair or otherwise prepare the Collateral for sale. The powers conferred on the Collateral Agent, its directors, officers and agents pursuant to this Section 13 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon any of them to exercise any such powers. The Collateral Agent shall be accountable only for the amounts that it actually receives as a result 14.02 of the exercise of its powers under this Section, and neither it nor any of its officers, directors, employees or agents shall be responsible to any Obligor for any act or failure to act, except for the Collateral Agent’s or such person’s own gross negligence or willful misconduct, as finally determined by a court of competent jurisdictionIndenture.

The Collateral Agent’s Duty of Care. Other than (a) The Collateral Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the exercise Pledged Collateral, except for those arising out of or in connection with the Collateral Agent's (i) gross negligence or willful misconduct, or (ii) failure to use reasonable care with respect to assure the safe custody of the Pledged Collateral while being held by in the Collateral Agent hereunderAgent's possession. Without limiting the generality of the foregoing, the Collateral Agent shall have be under no duty or liability obligation to take any steps necessary to preserve rights pertaining thereto, it being understood and agreed that in the Obligors Pledged Collateral against any other parties but may do so at its option. All expenses incurred in connection therewith shall be responsible for preservation the sole account of all rights in the CollateralPledgors, and shall constitute part of the Liabilities secured hereby. (b) No provision of this Security Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in the Security Documents, the Intercreditor Agreement or the Indenture. The Collateral Agent shall not be relieved liable for any delay or failure to act as may be required hereunder when such delay or failure is due to any act of all responsibility for God, interruption or other circumstances beyond its control provided it exercises such diligence as the Collateral upon surrendering it or tendering the surrender of it to the Obligorscircumstances may reasonably require. The Collateral Agent shall be deemed entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have exercised reasonable care in been signed or sent by the custody proper person. The Collateral Agent may consult with, and preservation obtain advice from, legal counsel as to the construction of any of the Collateral provisions of this Agreement, and shall incur no liability in its possession if acting in good faith in accordance with the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the reasonable advice of such counsel. (c) The Collateral Agent shall not be deemed to have responsibility for taking notice of any necessary steps to preserve rights against any parties with respect to any Event of Default unless an officer of the Collateral. In Collateral Agent has actual knowledge thereof or unless written notice of any such Event of Default is received by the event Collateral Agent at the office of a public the Collateral Agent specified in or private sale of Collateral pursuant to Section 11 hereof, the Collateral Agent shall have no obligation to clean-up, repair or otherwise prepare the Collateral for sale. The powers conferred on the Collateral Agent, its directors, officers and agents pursuant to this Section 13 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon any of them to exercise any such powers. The Collateral Agent shall be accountable only for the amounts that it actually receives as a result 14.02 of the exercise of its powers under this Section, and neither it nor any of its officers, directors, employees or agents shall be responsible to any Obligor for any act or failure to act, except for the Collateral Agent’s or such person’s own gross negligence or willful misconduct, as finally determined by a court of competent jurisdictionIndenture.

The Collateral Agent’s Duty of Care. Other than (a) The Collateral Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the exercise Pledged Collateral, except for those arising out of or in connection with the Collateral Agent’s (i) gross negligence or willful misconduct, or (ii) failure to use reasonable care with respect to assure the safe custody of the Pledged Collateral while being held by in the Collateral Agent hereunderAgent’s possession. Without limiting the generality of the foregoing, the Collateral Agent shall have be under no duty or liability obligation to take any steps necessary to preserve rights pertaining thereto, it being understood and agreed that in the Obligors Pledged Collateral against any other parties but may do so at its option. All expenses incurred in connection therewith shall be responsible for preservation the sole account of all rights in the CollateralCompany, and shall constitute part of the Secured Obligations secured hereby. (b) Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be relieved subject to any fiduciary or other implied duties, regardless of all responsibility for whether an Event of Default has occurred and is continuing and (ii) the Collateral upon surrendering Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby, provided that it shall not amount to gross negligence or tendering willful misconduct or a failure to use reasonable care. (c) No provision of this Agreement shall require the surrender Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or the ObligorsIndenture. The Collateral Agent shall not be liable for any delay or failure to act as may be required hereunder when such delay or failure is due to any act of God, interruption or other circumstances beyond its control provided it exercises such diligence as the circumstances may reasonably require. The Collateral Agent shall be deemed entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have exercised reasonable care in been signed or sent by the custody and preservation of proper person. After receiving any direction from the Collateral in its possession if Pledgors or the Collateral is accorded treatment substantially equal to that which Secured Parties, the Collateral Agent accords may (at the expense of the Pledgors) consult with legal counsel of its own propertyselection (provided that such counsel shall be a firm of nationally recognized reputation), and the written advice of such counsel (or any Opinion of Counsel caused by the Pledgors to be furnished by the Company to the Collateral Agent) shall be full and complete protection in respect of any action taken, suffered or omitted by it being understood that the hereunder in good faith and in reliance thereon. (d) The Collateral Agent shall not be deemed to have responsibility for taking notice of any necessary steps Event of Default unless an officer of the Collateral Agent has actual knowledge thereof or unless written notice of any such Event of Default is received by the Collateral Agent at the office of the Collateral Agent specified in or pursuant to preserve rights against any parties Section 30 hereof. (e) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. (f) In no event shall the Collateral Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (g) The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made herein or in connection herewith, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the Collateral. In covenants, agreements or other terms or conditions set forth herein, or (iv) the event validity, enforceability, effectiveness or genuineness of a public this Agreement or private sale of any other agreement, instrument or document. (h) The Collateral pursuant Agent is authorized to Section 11 hereof, take such actions and to exercise such powers as are delegated to the Collateral Agent shall have no obligation to clean-upby the terms hereof, repair together with such actions and powers as are reasonably incidental thereto. (i) The bank or otherwise prepare other entity serving as the Collateral for sale. The Agent shall, in its capacity as a Secured Party, have the same rights and powers conferred on as any other Secured Party and may exercise the same as though it were not the Collateral Agent, its directors, officers and agents pursuant to this Section 13 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon any of them to exercise any such powers. The Collateral Agent shall be accountable only for and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the amounts that it actually receives as a result of the exercise of its powers under this Section, and neither it nor Pledgor or any of its officers, directors, employees or agents shall be responsible to any Obligor for any act or failure to act, except for Affiliates as if it were not the Collateral Agent’s or such person’s own gross negligence or willful misconduct, as finally determined by a court of competent jurisdictionAgent hereunder.

The Collateral Agent’s Duty of Care. Other than (a) The Collateral Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the exercise Pledged Collateral, except for those arising out of or in connection with the Collateral Agent’s (i) gross negligence or willful misconduct, or (ii) failure to use reasonable care with respect to assure the safe custody of the Pledged Collateral while being held by in the Collateral Agent hereunderAgent’s possession. Without limiting the generality of the foregoing, the Collateral Agent shall have be under no duty or liability obligation to take any steps necessary to preserve rights pertaining thereto, it being understood and agreed that in the Obligors Pledged Collateral against any other parties but may do so at its option. All expenses incurred in connection therewith shall be responsible for preservation the sole account of all rights in the CollateralPledgor, and shall constitute part of the Liabilities secured hereby. (b) Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be relieved subject to any fiduciary or other implied duties, regardless of all responsibility for whether an Event of Default has occurred and is continuing and (ii) the Collateral upon surrendering Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby, provided that it shall not amount to gross negligence or tendering willful misconduct or a failure to use reasonable care. (c) No provision of this Agreement shall require the surrender Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, the ObligorsSPA or the Notes. The Collateral Agent shall not be liable for any delay or failure to act as may be required hereunder when such delay or failure is due to any act of God, interruption or other circumstances beyond its control provided it exercises such diligence as the circumstances may reasonably require. The Collateral Agent shall be deemed entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have exercised reasonable care in been signed or sent by the custody proper person. The Collateral Agent may consult with, and preservation obtain advice from, legal counsel as to the construction of any of the Collateral provisions of this Agreement, and shall incur no liability in its possession if acting in good faith in accordance with the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the reasonable advice of such counsel. (d) The Collateral Agent shall not be deemed to have responsibility for taking notice of any necessary steps Event of Default unless an officer of the Collateral Agent has actual knowledge thereof or unless written notice of any such Event of Default is received by the Collateral Agent at the office of the Collateral Agent specified in or pursuant to preserve rights against any parties Section 29 hereof. (e) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. (f) In no event shall the Collateral Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (g) The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made herein or in connection herewith, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the Collateral. In covenants, agreements or other terms or conditions set forth herein, or (iv) the event validity, enforceability, effectiveness or genuineness of a public this Agreement or private sale any other agreement, instrument or document. (h) The Collateral Agent may refuse to act on any notice, consent, direction or instruction from any Secured Parties or any agent, trustee or similar representative thereof that, in the Collateral Agent’s opinion, (i) is contrary to law or the provisions of this Agreement or the Indentures, (ii) may expose the Collateral pursuant Agent to Section 11 hereof, liability (unless the Collateral Agent shall have no obligation been indemnified, to clean-upits satisfaction, repair for such liability by the Secured Parties that gave such notice, consent, direction or otherwise prepare instruction) or (iii) is unduly prejudicial to Secured Parties not joining in such notice, consent, direction or instruction. (i) The Collateral Agent is authorized to take such actions and to exercise such powers as are delegated to the Collateral for sale. Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. (j) The Collateral Agent shall, in its capacity as a Secured Party, have the same rights and powers conferred on as any other Secured Party and may exercise the same as though it were not the Collateral Agent, its directors, officers and agents pursuant to this Section 13 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon any of them to exercise any such powers. The Collateral Agent shall be accountable only for the amounts that it actually receives as a result of the exercise of its powers under this Section, and neither it nor any of its officers, directors, employees or agents shall be responsible to any Obligor for any act or failure to act, except for the Collateral Agent’s or such person’s own gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.

The Collateral Agent’s Duty of Care. Other than (a) The Collateral Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the exercise Collateral, except for those arising out of or in connection with the Collateral Agent's (i) gross negligence or willful misconduct, or (ii) failure to use reasonable care with respect to assure the safe custody of the Collateral while being held by in the Collateral Agent hereunderAgent's possession. Without limiting the generality of the foregoing, the Collateral Agent shall have be under no duty or liability obligation to take any steps necessary to preserve rights pertaining thereto, it being understood and agreed that in the Obligors Collateral against any other parties but may do so at its option. All expenses incurred in connection therewith shall be responsible for preservation the sole account of all rights in the CollateralGrantor, and shall constitute part of the Liabilities secured hereby. (b) No provision of this Security Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in the Security Documents, the Intercreditor Agreement or the Indenture. The Collateral Agent shall not be relieved liable for any delay or failure to act as may be required hereunder when such delay or failure is due to any act of all responsibility for God, interruption or other circumstances beyond its control provided it exercises such diligence as the Collateral upon surrendering it or tendering the surrender of it to the Obligorscircumstances may reasonably require. The Collateral Agent shall be deemed entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have exercised reasonable care in been signed or sent by the custody proper person. The Collateral Agent may consult with, and preservation obtain advice from, legal counsel as to the construction of any of the Collateral provisions of this Agreement, and shall incur no liability in its possession if acting in good faith in accordance with the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the reasonable advice of such counsel. (c) The Collateral Agent shall not be deemed to have responsibility for taking notice of any necessary steps to preserve rights against any parties with respect to any Event of Default unless an officer of the Collateral. In Collateral Agent has actual knowledge thereof or unless written notice of any such Event of Default is received by the event Collateral Agent at the office of a public the Collateral Agent specified in or private sale of Collateral pursuant to Section 11 hereof, the Collateral Agent shall have no obligation to clean-up, repair or otherwise prepare the Collateral for sale. The powers conferred on the Collateral Agent, its directors, officers and agents pursuant to this Section 13 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon any of them to exercise any such powers. The Collateral Agent shall be accountable only for the amounts that it actually receives as a result 14.02 of the exercise of its powers under this Section, and neither it nor any of its officers, directors, employees or agents shall be responsible to any Obligor for any act or failure to act, except for the Collateral Agent’s or such person’s own gross negligence or willful misconduct, as finally determined by a court of competent jurisdictionIndenture.

The Collateral Agent’s Duty of Care. Other than (a) The Collateral Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the exercise Pledged Collateral, except for those arising out of or in connection with the Collateral Agent’s (i) gross negligence or willful misconduct, or (ii) failure to use reasonable care with respect to assure the safe custody of the Pledged Collateral while being held by in the Collateral Agent hereunderAgent’s possession. Without limiting the generality of the foregoing, the Collateral Agent shall have be under no duty or liability obligation to take any steps necessary to preserve rights pertaining thereto, it being understood and agreed that in the Obligors Pledged Collateral against any other parties but may do so at its option. All expenses incurred in connection therewith shall be responsible for preservation the sole account of all rights in the CollateralPledgors, and shall constitute part of the Secured Obligations secured hereby. (b) Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be relieved subject to any fiduciary or other implied duties, regardless of all responsibility for whether a Qualified Event of Default has occurred and is continuing and (ii) the Collateral upon surrendering Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby, provided that it shall not amount to gross negligence or tendering willful misconduct or a failure to use reasonable care. (c) No provision of this Agreement shall require the surrender Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or the ObligorsIndenture. The Collateral Agent shall not be liable for any delay or failure to act as may be required hereunder when such delay or failure is due to any act of God, interruption or other circumstances beyond its control provided it exercises such diligence as the circumstances may reasonably require. The Collateral Agent shall be deemed entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have exercised reasonable care in been signed or sent by the custody and preservation of proper person. After receiving any direction from the Collateral in its possession if Pledgors or the Collateral is accorded treatment substantially equal to that which Secured Parties, the Collateral Agent accords may (at the expense of the Pledgors) consult with legal counsel of its own propertyselection (provided that such counsel shall be a firm of nationally recognized reputation), and the written advice of such counsel (or any Opinion of Counsel caused by the Pledgors to be furnished by the Company to the Collateral Agent) shall be full and complete protection in respect of any action taken, suffered or omitted by it being understood that the hereunder in good faith and in reliance thereon. (d) The Collateral Agent shall not be deemed to have responsibility for taking notice of any necessary steps Qualified Event of Default unless an officer of the Collateral Agent has actual knowledge thereof or unless written notice of any such Qualified Event of Default is received by the Collateral Agent at the office of the Collateral Agent specified in or pursuant to preserve rights against any parties Section 29 hereof. (e) The Collateral Agent’s sole duty with respect to any the custody, safekeeping and physical preservation of the Collateral. In Pledged Collateral shall be to deal with it in the event of a public or private sale of Collateral pursuant to Section 11 hereof, same manner as the Collateral Agent deals with similar property for its own account. (f) In no event shall have no obligation to clean-up, repair or otherwise prepare the Collateral Agent be liable for sale. The powers conferred on special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent, its directors, officers Agent has been advised of the likelihood of such loss or damage and agents pursuant to this Section 13 are solely to protect regardless of the Collateral Agent’s interests in the Collateral and shall not impose any duty upon any form of them to exercise any such powers. action. (g) The Collateral Agent shall not be accountable only responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made herein or in connection herewith, (ii) the amounts that it actually receives contents of any certificate, report or other document delivered thereunder or in connection therewith, (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. (h) The Collateral Agent is authorized to take such actions and to exercise such powers as are delegated to the Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. (i) The bank serving as the Collateral Agent shall, in its capacity as a result Secured Party, have the same rights and powers as any other Secured Party and may exercise the same as though it were not the Collateral Agent. Such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the exercise of its powers under this Section, and neither it nor Pledgor or any of its officers, directors, employees or agents shall be responsible to any Obligor for any act or failure to act, except for Affiliates as if it were not the Collateral Agent’s or such person’s own gross negligence or willful misconduct, as finally determined by a court of competent jurisdictionAgent hereunder.

The Collateral Agent’s Duty of Care. Other than (a) The Collateral Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the exercise Pledged Collateral, except for those arising out of or in connection with the Collateral Agent's (i) gross negligence or willful misconduct, or (ii) failure to use reasonable care with respect to assure the safe custody of the Pledged Collateral while being held by in the Collateral Agent hereunderAgent's possession. Without limiting the generality of the foregoing, the Collateral Agent shall have be under no duty or liability obligation to take any steps necessary to preserve rights pertaining thereto, it being understood and agreed that in the Obligors Pledged Collateral against any other parties but may do so at its option. All expenses incurred in connection therewith shall be responsible for preservation the sole account of all rights in the CollateralPledgor, and shall constitute part of the Liabilities secured hereby. (b) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or the Indenture. The Collateral Agent shall not be relieved liable for any delay or failure to act as may be required hereunder when such delay or failure is due to any act of all responsibility for God, interruption or other circumstances beyond its control provided it exercises such diligence as the Collateral upon surrendering it or tendering the surrender of it to the Obligorscircumstances may reasonably require. The Collateral Agent shall be deemed entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have exercised reasonable care in been signed or sent by the custody proper person. The Collateral Agent may consult with, and preservation obtain advice from, legal counsel as to the construction of any of the Collateral provisions of this Agreement, and shall incur no liability in its possession if acting in good faith in accordance with the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the reasonable advice of such counsel. (c) The Collateral Agent shall not be deemed to have responsibility for taking notice of any necessary steps Event of Default unless an officer of the Collateral Agent has actual knowledge thereof or unless written notice of any such Event of Default is received by the Collateral Agent at the office of the Collateral Agent specified in or pursuant to preserve rights against any parties Section 12.01 of the Indenture. (d) The Collateral Agent's sole duty with respect to any the custody, safekeeping and physical preservation of the Collateral. In Pledged Collateral shall be to deal with it in the event of a public or private sale of Collateral pursuant to Section 11 hereof, same manner as the Collateral Agent deals with similar property for its own account. (e) In no event shall have no obligation to clean-up, repair or otherwise prepare the Collateral Agent be liable for sale. The powers conferred on special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent, its directors, officers and agents pursuant to this Section 13 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon any of them to exercise any such powers. The Collateral Agent shall be accountable only for the amounts that it actually receives as a result has been advised of the exercise likelihood of its powers under this Section, such loss or damage and neither it nor any regardless of its officers, directors, employees or agents shall be responsible to any Obligor for any act or failure to act, except for the Collateral Agent’s or such person’s own gross negligence or willful misconduct, as finally determined by a court form of competent jurisdictionaction.

The Collateral Agent’s Duty of Care. Other than (a) The Collateral Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the exercise Pledged Collateral, except for those arising out of or in connection with the Collateral Agent’s (i) gross negligence or willful misconduct, or (ii) failure to use reasonable care with respect to assure the safe custody of the Pledged Collateral while being held by in the Collateral Agent hereunderAgent’s possession. Without limiting the generality of the foregoing, the Collateral Agent shall have be under no duty or liability obligation to take any steps necessary to preserve rights pertaining thereto, it being understood and agreed that in the Obligors Pledged Collateral against any other parties but may do so at its option. All expenses incurred in connection therewith shall be responsible for preservation the sole account of all rights in the CollateralPledgor, and shall constitute part of the Liabilities secured hereby. (b) Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be relieved subject to any fiduciary or other implied duties, regardless of all responsibility for whether an Event of Default has occurred and is continuing and (ii) the Collateral upon surrendering Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby, provided that it shall not amount to gross negligence or tendering willful misconduct or a failure to use reasonable care. (c) No provision of this Agreement shall require the surrender Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or the ObligorsIndentures. The Collateral Agent shall not be liable for any delay or failure to act as may be required hereunder when such delay or failure is due to any act of God, interruption or other circumstances beyond its control provided it exercises such diligence as the circumstances may reasonably require. The Collateral Agent shall be deemed entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have exercised reasonable care in been signed or sent by the custody proper person. The Collateral Agent may consult with, and preservation obtain advice from, legal counsel as to the construction of any of the Collateral provisions of this Agreement, and shall incur no liability in its possession if acting in good faith in accordance with the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the reasonable advice of such counsel. (d) The Collateral Agent shall not be deemed to have responsibility for taking notice of any necessary steps Event of Default unless an officer of the Collateral Agent has actual knowledge thereof or unless written notice of any such Event of Default is received by the Collateral Agent at the office of the Collateral Agent specified in or pursuant to preserve rights against any parties Section 29 hereof. (e) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. (f) In no event shall the Collateral Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (g) The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made herein or in connection herewith, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the Collateral. In covenants, agreements or other terms or conditions set forth herein, or (iv) the event validity, enforceability, effectiveness or genuineness of a public this Agreement or private sale any other agreement, instrument or document. (h) The Collateral Agent may refuse to act on any notice, consent, direction or instruction from any Secured Parties or any agent, trustee or similar representative thereof that, in the Collateral Agent’s opinion, (i) is contrary to law or the provisions of this Agreement or the Indentures, (ii) may expose the Collateral pursuant Agent to Section 11 hereof, liability (unless the Collateral Agent shall have no obligation been indemnified, to clean-upits satisfaction, repair for such liability by the Secured Parties that gave such notice, consent, direction or otherwise prepare instruction) or (iii) is unduly prejudicial to Secured Parties not joining in such notice, consent, direction or instruction. (i) The Collateral Agent is authorized to take such actions and to exercise such powers as are delegated to the Collateral for sale. Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. (j) The bank serving as the Collateral Agent shall, in its capacity as a Secured Party, have the same rights and powers conferred on as any other Secured Party and may exercise the same as though it were not the Collateral Agent. Such bank and its Affiliates may accept deposits from, its directors, officers lend money to and agents pursuant to this Section 13 are solely to protect generally engage in any kind of business with the Collateral Agent’s interests in the Collateral and shall not impose any duty upon any of them to exercise any such powers. The Collateral Agent shall be accountable only for the amounts that it actually receives as a result of the exercise of its powers under this Section, and neither it nor Pledgor or any of its officers, directors, employees or agents shall be responsible to any Obligor for any act or failure to act, except for Affiliates as if it were not the Collateral Agent’s or such person’s own gross negligence or willful misconduct, as finally determined by a court of competent jurisdictionAgent hereunder.

The Collateral Agent’s Duty of Care. Other than (a) The Collateral Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the exercise Intellectual Property Collateral, except for those arising out of or in connection with the Collateral Agent's (i) gross negligence or willful misconduct, or (ii) failure to use reasonable care with respect to assure the safe custody of the Intellectual Property Collateral while being held by in the Collateral Agent hereunderAgent's possession. Without limiting the generality of the foregoing, the Collateral Agent shall have be under no duty or liability obligation to take any steps necessary to preserve rights pertaining thereto, it being understood and agreed that in the Obligors Intellectual Property Collateral against any other parties but may do so at its option. All expenses incurred in connection therewith shall be responsible for preservation the sole account of all rights in the CollateralGrantors, and shall constitute part of the Liabilities secured hereby. (b) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or the Indenture. The Collateral Agent shall not be relieved liable for any delay or failure to act as may be required hereunder when such delay or failure is due to any act of all responsibility for God, interruption or other circumstances beyond its control provided it exercises such diligence as the Collateral upon surrendering it or tendering the surrender of it to the Obligorscircumstances may reasonably require. The Collateral Agent shall be deemed entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have exercised reasonable care in been signed or sent by the custody proper person. The Collateral Agent may consult with, and preservation obtain advice from, legal counsel as to the construction of any of the Collateral provisions of this Agreement, and shall incur no liability in its possession if acting in good faith in accordance with the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the reasonable advice of such counsel. (c) The Collateral Agent shall not be deemed to have responsibility for taking notice of any necessary steps to preserve rights against any parties with respect to any Event of Default unless an officer of the Collateral. In Collateral Agent has actual knowledge thereof or unless written notice of any such Event of Default is received by the event Collateral Agent at the office of a public the Collateral Agent specified in or private sale of Collateral pursuant to Section 11 hereof, the Collateral Agent shall have no obligation to clean-up, repair or otherwise prepare the Collateral for sale. The powers conferred on the Collateral Agent, its directors, officers and agents pursuant to this Section 13 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon any of them to exercise any such powers. The Collateral Agent shall be accountable only for the amounts that it actually receives as a result 14.02 of the exercise of its powers under this Section, and neither it nor any of its officers, directors, employees or agents shall be responsible to any Obligor for any act or failure to act, except for the Collateral Agent’s or such person’s own gross negligence or willful misconduct, as finally determined by a court of competent jurisdictionIndenture.