Common use of THE PLEDGEE AS COLLATERAL AGENT Clause in Contracts

THE PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood, acknowledged and agreed by each Secured Creditor that by accepting the benefits of this Agreement each such Secured Creditor acknowledges and agrees that the obligations of the Pledgee as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement and in Section 12 of the Credit Agreement. The Pledgee shall act hereunder on the terms and conditions set forth herein and in Section 12 of the Credit Agreement which shall inure to the benefit of the Pledgee, and shall be binding upon all Pledgors and all Secured Creditors, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing, (i) the Pledgee shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing and (ii) the Pledgee shall not have any duty to take any discretionary action or exercise any discretionary powers. Notwithstanding anything to the contrary in this Agreement, in no event shall the Pledgee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including the preparation, filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Pledgee be responsible for, and the Pledgee makes no representation regarding, the validity, enforceability, effectiveness or priority of this Agreement or the security interests or Liens intended to be created hereby.

THE PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood, acknowledged understood and agreed by each Secured Creditor that by accepting the benefits of this Agreement each such Secured Creditor acknowledges and agrees that the obligations of the Pledgee as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement and in Section 12 of the Credit Agreement. The Pledgee shall act hereunder on the terms and conditions set forth herein and in Section 12 10 of the Credit Agreement which shall inure Agreement. If any Pledgor fails to the benefit perform or comply with any of the Pledgee, and shall be binding upon all Pledgors and all Secured Creditors, its agreements contained in connection with this Agreement and the other Security Documents. Without limiting Pledgee, as provided for by the generality of the foregoing, (i) the Pledgee shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing and (ii) the Pledgee shall not have any duty to take any discretionary action or exercise any discretionary powers. Notwithstanding anything to the contrary in this Agreement, in no event shall the Pledgee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including the preparation, filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Pledgee be responsible for, and the Pledgee makes no representation regarding, the validity, enforceability, effectiveness or priority terms of this Agreement or any other Credit Document, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the security interests expenses of the Pledgee incurred in connection with such performance or Liens intended compliance, together with interest thereon at the rate then in effect in respect of the Loans, shall be payable by such Pledgor to the Pledgee on demand and shall constitute Obligations secured by the Collateral. Performance of such Pledgor’s obligations as permitted under this Section 13 shall in no way constitute for the purpose of the Cases a violation of the automatic stay provided by Section 362 of the Bankruptcy Code and each Pledgor hereby waives applicability thereof. Moreover, the Pledgee shall in no way be created herebyresponsible for the payment of any costs incurred in connection with preserving or disposing of Collateral pursuant to Section 506(c) of the Bankruptcy Code and the Collateral may not be charged for the incurrence of any such cost.

THE PLEDGEE AS COLLATERAL AGENT. (a) The Pledgee will hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood, acknowledged and agreed by each Secured Creditor that by accepting the benefits of this Agreement each such Secured Creditor acknowledges and agrees that the obligations of the Pledgee as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement and in Section 12 Article 8 of the Credit Agreement. The Pledgee shall act hereunder on the terms and conditions set forth herein and in Section 12 Article 8 of the Credit Agreement. (b) The provisions of Article 8 of the Credit Agreement which shall inure to the benefit of the Pledgee, and shall be binding upon all Pledgors and all Secured CreditorsParties, in connection with this Agreement and the other Security DocumentsSecured Debt Agreements. Without limiting the generality of the foregoing, (i) the Pledgee shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing and continuing, (ii) the Pledgee Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers. Notwithstanding anything to , except discretionary rights and powers expressly contemplated by the contrary in this Agreement, in no event shall Secured Debt Agreements that the Pledgee is required in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be responsible fornecessary under the circumstances as provided in Section 9.08 of the Credit Agreement), or and except as expressly set forth in the Credit Documents, the Pledgee shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Pledgor that is communicated to or obligation with respect toobtained by the bank serving as Pledgee or any of its Affiliates in any capacity. The Pledgee shall not be responsible for the existence, genuineness or value of any Collateral or for the recording, filing, registeringvalidity, perfection, protection priority or maintenance of the security interests or Liens intended to be created by this Agreement (including the preparation, filing or continuation enforceability of any Uniform Commercial Code financing security interest granted herein, whether impaired by operation of law or continuation statements by reason of any action or similar documents or instruments), nor omission to act on its part under the Secured Debt Agreements. The Pledgee shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Pledgee be responsible for, and by the Pledgee makes no representation regarding, the validity, enforceability, effectiveness Borrower or priority of this Agreement or the security interests or Liens intended to be created herebya Secured Creditor.