Common use of Concerning the Collateral Agent Clause in Contracts

Concerning the Collateral Agent. The provisions of Article 7 of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both the parties to the Credit Agreement and the Pledgors in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) The Collateral Agent is authorized to take all such action as is 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 Banks or, in the absence of such instructions, in accordance with its discretion. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. 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 any Pledgor.

Concerning the Collateral Agent. The provisions of Article 7 of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both the parties to the Credit Agreement and the Pledgors in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (aA) The Collateral Agent is authorized to take all such action as is 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 Banks Lenders or, in the absence of such instructions, in accordance with its discretion. (bB) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. 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 any PledgorGrantor.

Concerning the Collateral Agent. The provisions of Article 7 IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both all Loan Parties and all Finance Parties and upon the parties to the Credit Agreement and the Pledgors hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (ai) The Collateral Agent is authorized to take all such action actions as is are 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 Banks Lenders or, in the absence of such instructionsinstructions or provisions, in accordance with its discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests Interest created hereunder in any of the Collateral, whether impaired by operation of law Law or by reason of any action or omission to act on its part hereunderhereunder unless such action or omission constitutes gross negligence or willful misconduct. The Collateral Agent shall not have no a duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by any PledgorLoan Party.

Concerning the Collateral Agent. The provisions of Article 7 XI of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both all Credit Parties and all Secured Parties and upon the parties to the Credit Agreement and the Pledgors hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (ai) The Collateral Agent is authorized to take all such action actions as is are 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 Banks Lenders or, in the absence of such instructionsinstructions or provisions, in accordance with its discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunderhereunder unless such action or omission constitutes 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 any PledgorCredit Party.

Concerning the Collateral Agent. The provisions of Article 7 IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both all Loan Parties and all Finance Parties and upon the parties to the Credit Agreement and the Pledgors hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (ai) The Collateral Agent is authorized to take all such action actions as is are 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 Banks Lenders or, in the absence of such instructionsinstructions or provisions, in accordance with its discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests Interest created hereunder in any of the Collateral, whether impaired by operation of law Law or by reason of any action or omission to act on its part hereunderhereunder unless such action or omission constitutes gross negligence, bad faith or willful misconduct (as determined in a final, non-appealable judgment by a court of competent jurisdiction). The Collateral Agent shall not have no a duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by any PledgorLoan Party.

Concerning the Collateral Agent. The provisions of Article 7 XI of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both all Credit Parties and all Secured Parties and upon the parties to the Credit Agreement and the Pledgors hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) : The Collateral Agent is authorized to take all such action actions as is are 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 Banks Lenders or, in the absence of such instructionsinstructions or provisions, in accordance with its discretion. (b) . The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunderhereunder unless such action or omission constitutes 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 any PledgorCredit Party.

Concerning the Collateral Agent. The provisions of Article 7 of the Credit Loan Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both the parties to the Credit Loan Agreement and the Pledgors in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) The Collateral Agent is authorized to take all such action as is 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 Banks Lender or, in the absence of such instructions, in accordance with its discretion. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. 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 any Pledgorthe Lien Grantor.

Concerning the Collateral Agent. The provisions of Article 7 IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both all Loan Parties and all Secured Parties and upon the parties to the Credit Agreement and the Pledgors hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (ai) The Collateral Agent is authorized to take all such action actions as is are 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 Banks Lenders or, in the absence of such instructionsinstructions or provisions, in accordance with its discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunderhereunder unless such action or omission constitutes gross negligence, bad faith 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 any PledgorLoan Party.

Concerning the Collateral Agent. The provisions of Article 7 IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both all Loan Parties and all Finance Parties and upon the parties to the Credit Agreement and the Pledgors hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (ai) The Collateral Agent is authorized to take all such action actions as is are 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 Pledged Collateral) ), the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required Banks Lenders or, in the absence of such instructionsinstructions or provisions, in accordance with its discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Pledged Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Pledged Collateral, whether impaired by operation of law Law or by reason of any action or omission to act on its part hereunderhereunder unless such action or omission constitutes 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 any PledgorLoan Party.

Concerning the Collateral Agent. The provisions of Article 7 Section 10 of the Credit Security Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both the parties to the Credit Agreement hereto and the Pledgors any other Secured Parties in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) The Collateral Agent is authorized to take all such action as is 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 Banks or, in the absence of such instructions, in accordance with its discretion. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. 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 any PledgorGrantor.

Concerning the Collateral Agent. The provisions of Article 7 IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both all Loan Parties, the Finance Parties and upon the parties to the Credit Agreement and the Pledgors hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (ai) The Collateral Agent is authorized to take all such action as is 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 Banks Lenders or, in the absence of such instructionsinstructions or provisions, in accordance with its discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunderhereunder unless such action or omission constitutes 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 any PledgorLoan Party.

Concerning the Collateral Agent. The provisions of Section 10.03, Section 8.04 and Article 7 of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both the parties to the Credit Agreement and the Pledgors in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) The Collateral Agent is authorized to take all such action as is 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 (includingincluding any determination to exercise remedies hereunder, without limitation, and the timing and methods of realization upon the Tranche C Collateral) the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required Tranche C Term Loan Banks or, in the absence of such instructions, in accordance with its discretion. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Tranche C Collateral or for the validity, perfection, priority or enforceability of the Tranche C Security Interests in any of the Tranche C Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. 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 any the Pledgor.

Concerning the Collateral Agent. The provisions of Article 7 of the Credit Agreement Agreements shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both the parties to the Credit Agreement Agreements and the Pledgors parties hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) The Collateral Agent is authorized to take all such action as is 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 Banks or, in the absence of such instructions, in accordance with its discretion. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. 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 any each Pledgor.

Concerning the Collateral Agent. The provisions of Article 7 of the Credit Loan Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both the parties to the Credit Loan Agreement and the Pledgors in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) The Collateral Agent is authorized to take all such action as is 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 Banks Administrative Agent or, in the absence of such instructions, in accordance with its discretion. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. 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 any Pledgorthe Borrower.

Concerning the Collateral Agent. The provisions of Article 7 IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both all Loan Parties and all Finance Parties and upon the parties to the Credit Agreement and the Pledgors hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (ai) The Collateral Agent is authorized to take all such action actions as is are 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 Banks Lenders or, in the absence of such instructions, in accordance with its discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunderhereunder unless such action or omission constitutes 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 any PledgorLoan Party.

Concerning the Collateral Agent. The provisions of Article 7 IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both all Loan Parties and all Finance Parties and upon the parties to the Credit Agreement and the Pledgors hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (ai) The Collateral Agent is authorized to take all such action actions as is are 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 Banks Lenders or, in the absence of such instructionsinstructions or provisions, in accordance with its discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law Law or by reason of any action or omission to act on its part hereunderhereunder unless such action or omission constitutes 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 any PledgorLoan Party.

Concerning the Collateral Agent. The provisions of Article 7 of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both the parties to the Credit Agreement and the Pledgors in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) The Collateral Agent is authorized to take all such action as is 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 Banks or, in the absence of such instructions, in accordance with its reasonable discretion. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. 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 any Pledgorsuch Lien Grantor.

Concerning the Collateral Agent. The provisions of Article 7 IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both all Loan Parties and all Credit Parties and upon the parties to the Credit Agreement and the Pledgors hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (ai) The Collateral Agent is authorized to take all such action actions as is are 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 Banks Lenders or, in the absence of such instructionsinstructions or provisions, in accordance with its discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests Interest created hereunder in any of the Collateral, whether impaired by operation of law Law or by reason of any action or omission to act on its part hereunderhereunder unless such action or omission constitutes gross negligence or willful misconduct. The Collateral Agent shall not have no a duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by any PledgorLoan Party.

Concerning the Collateral Agent. The provisions of Article 7 XIII of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of to this Agreement and shall be binding upon both the parties to the Credit Agreement and the Pledgors in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) The Collateral Agent is authorized to take all such action as is 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 (includingherein, without limitation, the timing and methods of realization upon the Collateral) the Collateral Agent may request instructions from the Lenders and shall act or refrain from acting in accordance with written instructions from the Required Banks Lenders (or, when expressly required by this Agreement or the Credit Agreement, all the Lenders) or, in the absence of such instructions, in accordance with its discretion. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the CollateralInterests, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder(other than any such action or inaction constituting 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 any PledgorAssignor.

Concerning the Collateral Agent. The provisions of Article 7 of the each Credit Agreement Agreements shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both the parties to the Credit Agreement and the Pledgors Agreements in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (aA) The Collateral Agent is authorized to take all such action as is provided to be taken by it as Collateral Agent hereunder and all other 765749.1 10/9/98 7:28p 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 Banks Lenders or, in the absence of such instructions, in accordance with its discretion. (bB) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. 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 any Pledgorthe Grantor.

Concerning the Collateral Agent. The provisions of Article 7 of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both the parties to the Credit Agreement and the Pledgors in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) The Collateral Agent is authorized to take all such action as is 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 Banks or, in the absence of such instructions, in accordance with its reasonable discretion. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. 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 any Pledgorthe Borrower.

Concerning the Collateral Agent. The provisions of Article 7 X of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both the parties to the Credit Agreement and the Pledgors in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) The Collateral Agent is authorized to take all such action as is provided to be taken by it as Collateral Agent hereunder or otherwise permitted under the Credit Agreement and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (includingor therein, without limitation, the timing and methods of realization upon the Collateral) the Collateral Agent may request instructions from the Required Lenders and shall act or refrain from acting in accordance with written instructions from the Required Banks Lenders or, in the absence of such instructions, in accordance with its discretion. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Grantor's Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the CollateralInterests, whether impaired by operation of law or by reason of any action or omission to act on its part hereunderpart. 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 any Pledgorthe Grantors.

Concerning the Collateral Agent. The provisions of Article 7 ------------------------------- XIII of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of to this Security Agreement and shall be binding upon both the parties to the Credit Agreement and the Pledgors in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) The Collateral Agent is authorized to take all such action as is 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 (includingherein, without limitation, the timing and methods of realization upon the Collateral) the Collateral Agent may request instructions from the Lenders and shall act or refrain from acting in accordance with written instructions from the Required Banks Lenders (or, when expressly required by this Security Agreement or the Credit Agreement, all the Lenders) or, in the absence of such instructions, in accordance with its discretion. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the CollateralInterests, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder(other than any such action or inaction constituting 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 Security Agreement by any PledgorAssignor.

Concerning the Collateral Agent. The provisions of Article 7 of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both the parties to the Credit Agreement and the Pledgors in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (aA) The Collateral Agent is authorized to take all such action as is 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 Banks Lenders or, in the absence of such instructions, in accordance with its discretion. (bB) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. 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 any Pledgorthe Grantor.

Concerning the Collateral Agent. The provisions of Article 7 IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both all Loan Parties and all Secured Parties and upon the parties to the Credit Agreement and the Pledgors hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (ai) The Collateral Agent is authorized to take all such action actions as is are 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 Banks Lenders or, in the absence of such instructionsinstructions or provisions, in accordance with its discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunderhereunder unless such action or omission constitutes 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 any PledgorLoan Party.

Concerning the Collateral Agent. The provisions of Article 7 XII of each of the Bank Credit Agreement Agreements shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both the parties to the Bank Credit Agreement and the Pledgors Agreements in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) The Collateral Agent is authorized to take all such action as is provided to be taken by it as Collateral Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly 24 provided for herein (includingherein, without limitation, the timing and methods of realization upon the Collateral) the Collateral Agent may request instructions from the Secured Parties and shall act or refrain from acting in accordance with written instructions from the Required Banks Secured Parties (or, when expressly required by this Agreement or the Intercreditor Agreement, all the Secured Parties) or, in the absence of such instructions, in accordance with its discretion. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the CollateralInterests, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder(other than any such action or inaction constituting 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 any PledgorGrantor.

Concerning the Collateral Agent. The provisions of Article 7 IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both all Loan Parties and all Credit Parties and upon the parties to the Credit Agreement and the Pledgors hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forthforth and subject to the terms of the Intercreditor Agreement: (ai) The Collateral Agent is authorized to take all such action actions as is are 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 Banks Lenders or, in the absence of such instructionsinstructions or provisions, in accordance with its discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests Interest created hereunder in any of the Collateral, whether impaired by operation of law Law or by reason of any action or omission to act on its part hereunderhereunder unless such action or omission constitutes gross negligence or willful misconduct. The Collateral Agent shall not have no a duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by any PledgorLoan Party.

Concerning the Collateral Agent. The provisions of Article 7 of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon both the parties to the Credit Agreement and the Pledgors parties hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) The Collateral Agent is authorized to take all such action as is 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 Banks or, in the absence of such instructions, in accordance with its discretion. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. 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 any each Pledgor.