Common use of Limitation on Duty in Respect of Collateral Clause in Contracts

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party will have any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent in good faith or by reason of any act or omission by the Lender Agent pursuant to instructions from the Lender Agent, except to the extent that such liability arises from the Lender Agent’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Lender Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent a guaranteed return from the collection or disposition of Collateral or (l) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent would not be commercially unreasonable in the Lender Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent in good faith or by reason of any act or omission by the Lender Agent pursuant to instructions from form the Lender Agent, except to the extent that such liability arises from the Lender Agent’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Agent to exercise remedies in a commercially reasonable manner, each Grantor Debtor acknowledges and agrees that it is not commercially reasonable unreasonable for the Lender Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantorssuch Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or of credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent a guaranteed return from the collection or disposition of Collateral Collateral, or (l1) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition of any of the Collateral. Each Grantor Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent would not be commercially unreasonable in the Lender Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor Debtor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Collateral Agent nor any other Lender Party will the Trustee shall have any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Neither the Collateral Agent will nor the Trustee shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. Each of the Trustee and the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of with respect to the Collateral in its possession or control if such the Collateral is accorded treatment substantially equal to that which it the Trustee or the Collateral Agent, as applicable, accords its own property, property and will not neither the Trustee nor the Collateral Agent shall be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereofof any of the Collateral, by reason of any the act or omission of any sub-carrier, forwarding agency or other agent or bailee selected by the Lender Trustee or the Collateral Agent in good faith accordance with Section 7.02(c) or Section 11.07(b), as applicable. The Trustee and the Collateral Agent shall not be responsible (i) for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any act action or omission by the Lender Agent pursuant to instructions from the Lender Agentact on its part hereunder, except to the extent that such liability arises from the Lender Agent’s action or omission constitutes gross negligence or willful misconduct. To the extent that applicable law imposes duties misconduct on the Lender Agent to exercise remedies in a commercially reasonable mannerpart of the Trustee and the Collateral Agent, each Grantor acknowledges and agrees that it is commercially reasonable (ii) for the Lender Agent validity or sufficiency of the Collateral or any agreement or assignment contained therein, (aiii) for the validity of the title of the Issuer to fail to incur expenses reasonably deemed significant by the Lender Agent to prepare Collateral, or (iv) for insuring the Collateral or for disposition the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion maintenance of the Collateral, (g) in each case, except with respect to hire one stock certificates, stock powers or more professional auctioneers other possessory collateral delivered to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender extent required under the Collateral Documents. The Trustee and the Collateral Agent a guaranteed return from shall have no duty to ascertain or inquire as to the collection performance or disposition of Collateral or (l) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition observance of any of the Collateral. Each Grantor acknowledges that the purpose terms of this Section is to provide non-exhaustive indications of what actions Indenture, the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement (if any) or omissions the Collateral Documents by the Lender Agent would not be commercially unreasonable in Issuer, any Guarantor, or the Lender Credit Agreement Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent will shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if it takes such action for that purpose as any applicable Debtor requests in writing, but failure of the Agent to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure of the Agent to preserve or control if protect any right with respect to such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateralagainst prior parties, or for to do any diminution act with respect to the preservation of such Collateral not so requested by any Debtor, shall be deemed of itself a failure to exercise reasonable care in the value thereof, by reason custody or preservation of any act or omission of any sub-agent or bailee selected by the Lender Agent in good faith or by reason of any act or omission by the Lender Agent pursuant to instructions from the Lender Agent, except to the extent that such liability arises from the Lender Agent’s gross negligence or willful misconductCollateral. To the extent that applicable law imposes duties on the Lender Agent to exercise remedies in a commercially reasonable manner, each Grantor Debtor acknowledges and agrees that it is not commercially reasonable unreasonable for the Lender Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors account debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the GrantorsDebtors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, merchantability or fitness for a particular purpose, (k) to purchase insurance or credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent a guaranteed return from the collection or disposition of Collateral or (l) to the extent deemed appropriate by the Agent, to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition of any of the Collateral. Each Grantor Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent would not be commercially unreasonable in the Lender Agent’s 's exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor Debtor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party Subordinated Creditor will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent Subordinated Creditor will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent Subordinated Creditor in good faith or by reason of any act or omission by the Lender Agent Subordinated Creditor pursuant to instructions from the Lender Agentform Subordinated Creditor, except to the extent that such liability arises from the Lender Agent’s Subordinated Creditor's gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Agent Subordinated Creditor to exercise remedies in a commercially reasonable manner, each Grantor the Company acknowledges and agrees that it is not commercially reasonable unreasonable for the Lender Agent Subordinated Creditor (a) to fail to incur expenses reasonably deemed significant by the Lender Agent Subordinated Creditor to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors Debtor or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors Debtor and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the GrantorsCompany, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or of credit enhancements to insure the Lender Agent Subordinated Creditor against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent Subordinated Creditor a guaranteed return from the collection or disposition of Collateral Collateral, or (l) to the extent deemed appropriate by Subordinated Creditor, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender Agent Subordinated Creditor in the collection or disposition of any of the Collateral. Each Grantor The Company acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent Subordinated Creditor would not be commercially unreasonable in the Lender Agent’s Subordinated Creditor's exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent Subordinated Creditor shall not be deemed commercially unreasonable solely on account of not being specifically referred to indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor the Company or to impose any duties on the Lender Agent Subordinated Creditor that would not have been granted or imposed by this Agreement or by applicable Requirements of Law law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Collateral Agent nor any other Lender Party will the Trustee shall have any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Neither the Collateral Agent will nor the Trustee shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. Each of the Trustee and the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of with respect to the Collateral in its possession or control if such the Collateral is accorded treatment substantially equal to that which it the Trustee or the Collateral Agent, as applicable, accords its own property, property and will not neither the Trustee nor the Collateral Agent shall be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereofof any of the Collateral, by reason of any the act or omission of any sub-carrier, forwarding agency or other agent or bailee selected by the Lender Trustee or the Collateral Agent in good faith accordance with Section 7.02(c) or Section 11.07(b), as applicable. The Trustee and the Collateral Agent shall not be responsible (i) for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any act action or omission by the Lender Agent pursuant to instructions from the Lender Agentact on its part hereunder, except to the extent that such liability arises from the Lender Agent’s action or omission constitutes gross negligence or willful misconduct. To the extent that applicable law imposes duties misconduct on the Lender Agent to exercise remedies in a commercially reasonable mannerpart of the Trustee and the Collateral Agent, each Grantor acknowledges and agrees that it is commercially reasonable (ii) for the Lender Agent validity or sufficiency of the Collateral or any agreement or assignment contained therein, (aiii) for the validity of the title of the Issuer to fail to incur expenses reasonably deemed significant by the Lender Agent to prepare Collateral, or (iv) for insuring the Collateral or for disposition the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion maintenance of the Collateral, (g) in each case, except with respect to hire one stock certificates, stock powers or more professional auctioneers other possessory collateral delivered to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender extent required under the Collateral Documents. The Trustee and the Collateral Agent a guaranteed return from shall have no duty to ascertain or inquire as to the collection performance or disposition of Collateral or (l) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition observance of any of the Collateral. Each Grantor acknowledges that the purpose terms of this Section is to provide non-exhaustive indications of what actions Indenture, the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement (if any) or omissions the Collateral Documents by the Lender Agent would not be commercially unreasonable in Issuer, any Guarantor, or the Lender Credit Agreement Collateral Agent’s exercise of remedies against . Notwithstanding anything to the contrary herein, neither the Trustee nor the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account have any responsibility for the preparation, filing or recording of not being specifically referred to in this Section. Without limitation upon any such instrument, document or financing statement or for the foregoing, nothing contained in this Section shall be construed to grant perfection or maintenance of any right to a Grantor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Sectionsecurity interest created hereunder.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Collateral Agent nor any other Lender Party will the Trustee shall have any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Each of the Trustee and the Collateral Agent will shall be deemed to have exercised reasonable care in the custody and preservation of with respect to the Collateral in its possession or control if such the Collateral is accorded treatment substantially equal to that which it the Trustee or the Collateral Agent, as applicable, accords its own property, property and will not neither the Trustee nor the Collateral Agent shall be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereofof any of the Collateral, by reason of any the act or omission of any sub-carrier, forwarding agency or other agent or bailee selected by the Lender Trustee or the Collateral Agent in good faith accordance with Section 703(4) or Section 1205, as applicable. The Trustee and the Collateral Agent shall not be responsible (i) for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any act action or omission by the Lender Agent pursuant to instructions from the Lender Agentact on its part hereunder, except to the extent that such liability arises from the Lender Agent’s action or omission constitutes gross negligence or willful misconduct. To the extent that applicable law imposes duties misconduct on the Lender Agent to exercise remedies in a commercially reasonable mannerpart of the Trustee and the Collateral Agent, each Grantor acknowledges and agrees that it is commercially reasonable (ii) for the Lender Agent validity or sufficiency of the Collateral or any agreement or assignment contained therein, (aiii) for the validity of the title of the Company or any Guarantor to fail to incur expenses reasonably deemed significant by the Lender Agent to prepare Collateral, or (iv) for insuring the Collateral or for disposition the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion maintenance of the Collateral, (g) in each case, except with respect to hire one stock certificates, stock powers or more professional auctioneers other possessory collateral delivered to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender extent required under the Security Documents. The Trustee and the Collateral Agent a guaranteed return from shall have no duty to ascertain or inquire as to the collection performance or disposition of Collateral or (l) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition observance of any of the Collateral. Each Grantor acknowledges that the purpose terms of this Section is to provide non-exhaustive indications of what actions Supplemental Indenture, the Intercreditor Agreement, the Junior Lien Intercreditor Agreement (if any) or omissions the Security Documents by the Lender Agent would not be commercially unreasonable in Company, any Guarantor, or the Lender Credit Agreement Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Administrative Agent nor any other Lender Party will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Administrative Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Administrative Agent in good faith or by reason of any act or omission by the Lender Administrative Agent pursuant to instructions from the Lender Administrative Agent, except to the extent that such liability arises from the Lender Administrative Agent’s 's gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor Debtor acknowledges and agrees that it is not commercially reasonable unreasonable for the Lender Administrative Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Administrative Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third third-party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third third-party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantorssuch Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or of credit enhancements to insure the Lender Administrative Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Administrative Agent a guaranteed return from the collection or disposition of Collateral Collateral, or (l) to the extent deemed appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender Administrative Agent in the collection or disposition of any of the Collateral. Each Grantor Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Administrative Agent would not be commercially unreasonable in the Lender Administrative Agent’s 's exercise of remedies against the Collateral and that other actions or omissions by the Lender Administrative Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor Debtor or to impose any duties on the Lender Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender First Priority Collateral Agent nor any other Lender Party will have any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender First Priority Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own propertysimilar property held for third parties, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the First Priority Collateral Agent and the Lender Agent in good faith or by reason of any act or omission by the Lender First Priority Collateral Agent pursuant to instructions from the Lender Agent, except to the extent that such liability arises from the Lender First Priority Collateral Agent’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender First Priority Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Lender First Priority Collateral Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a 30 First Priority Pledge and Security Agreement and Irrevocable Proxy 5256336.18 08048307 specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent a guaranteed return from the collection or disposition of Collateral or (l) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent would not be commercially unreasonable in the Lender Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.,

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Third Priority Collateral Agent nor any other Lender Secured Party will have any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Third Priority Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Third Priority Collateral Agent in good faith or by reason of any act or omission by the Lender Third Priority Collateral Agent pursuant to instructions from the Lender Third Priority Collateral Agent, except to the extent that such liability arises from the Lender Third Priority Collateral Agent’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Third Priority Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Lender Third Priority Collateral Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Agent Required Secured Parties or to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Third Priority Collateral Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Third Priority Collateral Agent a guaranteed return from the collection or disposition of Collateral or (l) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Third Priority Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Third Priority Collateral Agent would not be commercially unreasonable in the Lender Third Priority Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Third Priority Collateral Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Third Priority Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent in good faith or by reason of any act or omission by the Lender Agent pursuant to instructions from form the Lender Agent, except to the extent that such liability arises from the Lender Agent’s 's gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Agent to exercise remedies in a commercially reasonable manner, each Grantor Debtor acknowledges and agrees that it is not commercially reasonable unreasonable for the Lender Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantorssuch Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or of credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent a guaranteed return from the collection or disposition of Collateral Collateral, or (l) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition of any of the Collateral. Each Grantor Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent would not be commercially unreasonable in the Lender Agent’s 's exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor Debtor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent will shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if it takes such action for that purpose as any applicable Debtor requests in writing, but failure of the Agent to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure of the Agent to preserve or control if protect any right with respect to such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateralagainst prior parties, or for to do any diminution act with respect to the preservation of such Collateral not so requested by any Debtor, shall be deemed of itself a failure to exercise reasonable care in the value thereof, by reason custody or preservation of any act or omission of any sub-agent or bailee selected by the Lender Agent in good faith or by reason of any act or omission by the Lender Agent pursuant to instructions from the Lender Agent, except to the extent that such liability arises from the Lender Agent’s gross negligence or willful misconductCollateral. To the extent that applicable law imposes duties on the Lender Agent to exercise remedies in a commercially reasonable manner, each Grantor Debtor acknowledges and agrees that it is not commercially reasonable unreasonable for the Lender Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors account debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the GrantorsDebtors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, merchantability or fitness for a particular purpose, (k) to purchase insurance or credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent a guaranteed return from the collection or disposition of Collateral or (l) to the extent deemed appropriate by the Agent, to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition of any of the Collateral. Each Grantor Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent would not be commercially unreasonable in the Lender Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor Debtor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of ------------------------------------------- reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent will shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if it takes such action for that purpose as any applicable Debtor requests in writing, but failure of the Agent to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure of the Agent to preserve or control if protect any right with respect to such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateralagainst prior parties, or for to do any diminution act with respect to the preservation of such Collateral not so requested by any Debtor, shall be deemed of itself a failure to exercise reasonable care in the value thereof, by reason custody or preservation of any act or omission of any sub-agent or bailee selected by the Lender Agent in good faith or by reason of any act or omission by the Lender Agent pursuant to instructions from the Lender Agent, except to the extent that such liability arises from the Lender Agent’s gross negligence or willful misconductCollateral. To the extent that applicable law imposes duties on the Lender Agent to exercise remedies in a commercially reasonable manner, each Grantor Debtor acknowledges and agrees that it is not commercially reasonable unreasonable for the Lender Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors account debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the GrantorsDebtors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, merchantability or fitness for a particular purpose, (k) to purchase insurance or credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent a guaranteed return from the collection or disposition of Collateral or (l) to the extent deemed appropriate by the Agent, to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition of any of the Collateral. Each Grantor Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent would not be commercially unreasonable in the Lender Agent’s 's exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor Debtor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Collateral Agent nor any other Lender Party will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent in good faith or by reason of any act or omission by the Lender Agent pursuant to instructions from the Lender Agent, except to the extent that such liability arises from the Lender Agent’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Collateral Agent to exercise remedies in a commercially reasonable manner, the Issuer and each Grantor Guarantor acknowledges and agrees that it is commercially reasonable for the Lender Collateral Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Collateral Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens Liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and any other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the GrantorsIssuer or any Guarantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Collateral Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Collateral Agent a guaranteed return from the collection or disposition of Collateral or (l) to the extent deemed reasonable and appropriate by the Collateral Agent, to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor The Issuer and each Guarantor acknowledges that the purpose of this Section 18 is to provide non-exhaustive indications of what actions or omissions by the Lender Collateral Agent would not be commercially unreasonable reasonable in the Lender Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Collateral Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this SectionSection 18. Without limitation upon the foregoing, nothing contained in this Section 18 shall be construed to grant any right rights to a Grantor the Company or any Guarantor or to impose any duties on the Lender Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law law in the absence of this SectionSection 18.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Second Priority Collateral Agent nor any other Lender Notes Party will have any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Second Priority Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Second Priority Collateral Agent in good faith or by reason of any act or omission by the Lender Second Priority Collateral Agent pursuant to instructions from the Lender Second Priority Collateral Agent, except to the extent that such liability arises from the Lender Second Priority Collateral Agent’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Second Priority Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Lender Second Priority Collateral Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Agent Trustee to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Second Priority Collateral Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Second Priority Collateral Agent a guaranteed return from the collection or disposition of Collateral or (l) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Second Priority Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Second Priority Collateral Agent would not be commercially unreasonable in the Lender Second Priority Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Second Priority Collateral Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Second Priority Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent in good faith or by reason of any act or omission by the Lender Agent pursuant to instructions from the Lender Agent, except to the extent that such liability arises from the Lender Agent’s gross negligence or willful misconductany Debtor. To the extent that applicable law imposes duties on the Lender Agent to exercise remedies in a commercially reasonable manner, each Grantor Debtor acknowledges and agrees that it is not commercially reasonable unreasonable for the Lender Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the GrantorsDebtors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of titletitle if not in violation of applicable law, (k) to purchase insurance or credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent a guaranteed return from the collection or disposition of Collateral or (l) to the extent deemed appropriate by the Agent, to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition of any of the Collateral. Each Grantor Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent would not be commercially unreasonable in the Lender Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor Debtor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent Secured Party nor any other Lender Secured Party will have any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent Secured Party will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent Secured Party in good faith or by reason of any act or omission by the Lender Agent Secured Party pursuant to instructions from the Lender AgentSecured Party, except to the extent that such liability arises from the Lender AgentSecured Party’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Agent Secured Party to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Lender Agent Secured Party (a) to fail to incur expenses reasonably deemed significant by the Lender Agent Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent a guaranteed return from the collection or disposition of Collateral or (l) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent would not be commercially unreasonable in the Lender Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.,

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party Hedge Counterparty will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent Hedge Counterparty will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent Hedge Counterparty in good faith or by reason of any act or omission by the Lender Agent Hedge Counterparty pursuant to instructions from the Lender AgentHedge Counterparty, except to the extent that such liability arises from the Lender AgentHedge Counterparty’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Agent Hedge Counterparty to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Lender Agent Hedge Counterparty (a) to fail to incur expenses reasonably deemed significant by the Lender Agent Hedge Counterparty to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction 28 Hedge Pledge and Security Agreement and Irrevocable Proxy 5263374 08048307 of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent a guaranteed return from the collection or disposition of Collateral or (l) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent would not be commercially unreasonable in the Lender Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.,

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party Collateral Trustee will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent Collateral Trustee will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent Collateral Trustee in good faith or by reason of any act or omission by the Lender Agent pursuant to instructions from the Lender AgentCollateral Trustee, except to the extent that such liability arises from the Lender AgentCollateral Trustee’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Agent Collateral Trustee to exercise remedies in a commercially reasonable manner, each Grantor Debtor acknowledges and agrees that it is not commercially reasonable unreasonable for the Lender Agent Collateral Trustee: (a) to fail to incur expenses reasonably deemed significant by the Lender Agent Collateral Trustee to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantorssuch Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent Collateral Trustee against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent Collateral Trustee a guaranteed return from the collection or disposition of Collateral Collateral, or (l) to the extent deemed appropriate by the Collateral Trustee, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender Agent Collateral Trustee in the collection or disposition of any of the Collateral. Each Grantor Debtor acknowledges that the purpose of this Section 10 is to provide non-exhaustive indications of what actions or omissions by the Lender Agent Collateral Trustee would not be commercially unreasonable in the Lender AgentCollateral Trustee’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent Collateral Trustee shall not be deemed commercially unreasonable solely on account of not being specifically referred to indicated in this SectionSection 10. Without limitation upon the foregoing, nothing contained in this Section 10 shall be construed to grant any right to a Grantor any Debtor or to impose any duties on the Lender Agent Collateral Trustee that would not have been granted or imposed by this Agreement or by applicable Requirements of Law law in the absence of this SectionSection 10.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party Bank will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent Bank will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent Bank in good faith or by reason of any act or omission by the Lender Agent pursuant to instructions from the Lender AgentBank, except to the extent that such liability arises from the Lender AgentBank’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Agent Bank to exercise remedies in a commercially reasonable manner, each Grantor Debtor acknowledges and agrees that it is not commercially reasonable unreasonable for the Lender Agent Bank: (a) to fail to incur expenses reasonably deemed significant by the Lender Agent Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantorssuch Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent Bank against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent Bank a guaranteed return from the collection or disposition of Collateral Collateral, or (l) to the extent deemed appropriate by the Bank, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender Agent Bank in the collection or disposition of any of the Collateral. Each Grantor Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent Bank would not be commercially unreasonable in the Lender AgentBank’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent Bank shall not be deemed commercially unreasonable solely on account of not being specifically referred to indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor Debtor or to impose any duties on the Lender Agent Bank that would not have been granted or imposed by this Agreement or by applicable Requirements of Law law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Collateral Agent nor any other Lender Party will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or ​ ​ bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent in good faith or by reason of any act or omission by the Lender Agent pursuant to instructions from the Lender Agent, except to the extent that such liability arises from the Lender Agent’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Collateral Agent to exercise remedies in a commercially reasonable manner, the Issuer and each Grantor Guarantor acknowledges and agrees that it is commercially reasonable for the Lender Collateral Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Collateral Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens Liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and any other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the GrantorsIssuer or any Guarantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Collateral Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Collateral Agent a guaranteed return from the collection or disposition of Collateral or (l) to the extent deemed reasonable and appropriate by the Collateral Agent, to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor The Issuer and each Guarantor acknowledges that the purpose of this Section 18 is to provide non-exhaustive indications of what actions or omissions by the Lender Collateral Agent would not be commercially unreasonable reasonable in the Lender Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Collateral Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this SectionSection 18. Without limitation upon the foregoing, nothing contained in this Section 18 shall be construed to grant any right rights to a Grantor the Issuer or any Guarantor or to impose any duties on the Lender Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law law in the absence of this SectionSection 18.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party will Trustee shall have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom thereon or as to the preservation of rights against prior parties or any other rights pertaining theretothereto and the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Lender Notes Collateral Agent will shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such the Collateral is accorded treatment substantially equal to that which it accords its own property, property and will shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereofof any of the Collateral, by reason of any the act or omission of any sub-carrier, forwarding agency or other agent or bailee selected by the Lender Agent Trustee in good faith faith. The Trustee and the Notes 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 Liens in any of the Collateral, whether impaired by operation of law or by reason of any act action or omission by the Lender Agent pursuant to instructions from the Lender Agentact on its part hereunder, except to the extent that such liability arises from the Lender Agent’s action or omission constitutes gross negligence negligence, bad faith or willful misconduct. To the extent that applicable law imposes duties misconduct on the Lender Agent to exercise remedies in a commercially reasonable mannerpart of the Trustee and the Notes Collateral Agent, each Grantor acknowledges and agrees that it is commercially reasonable for the Lender Agent (a) to fail to incur expenses reasonably deemed significant by validity or sufficiency of the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material any agreement or work-in-process into finished goods or other finished products for dispositionassignment contained therein, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition validity of Collateral the title of the Issuer to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in insuring the Collateral or that have for the reasonable capability payment of doing sotaxes, charges, assessments or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance Liens upon the Collateral or credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide otherwise as to the Lender maintenance of the Collateral (except with respect to certificates delivered to the Notes Collateral Agent a guaranteed return from representing securities pledged under the collection Collateral Documents). The Trustee and the Notes Collateral Agent shall have no duty to ascertain or disposition of Collateral inquire as to the performance or (l) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition observance of any of the Collateral. Each Grantor acknowledges that the purpose terms of this Section is to provide non-exhaustive indications of what actions Indenture, the First Lien Intercreditor Agreement, or omissions the Collateral Documents by the Lender Agent would not be commercially unreasonable in Issuer, any Guarantor, or the Lender Credit Agreement Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party Hedge Counterparty will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent Hedge Counterparty will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent Hedge Counterparty in good faith or by reason of any act or omission by the Lender Agent Hedge Counterparty pursuant to instructions from the Lender AgentHedge Counterparty, except to the extent that such liability arises from the Lender AgentHedge Counterparty’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Agent Hedge Counterparty to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Lender Agent Hedge Counterparty (a) to fail to incur expenses reasonably deemed significant by the Lender Agent Hedge Counterparty to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent Hedge Counterparty against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent Hedge Counterparty a guaranteed return from the collection or disposition of Collateral or (l1) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent Hedge Counterparty in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent Hedge Counterparty would not be commercially unreasonable in the Lender AgentHedge Counterparty’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent Hedge Counterparty shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Agent Hedge Counterparty that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent Secured Party nor any other Lender Secured Party will have any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent Secured Party will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent Secured Party in good faith or by reason of any act or omission by the Lender Agent Secured Party pursuant to instructions from the Lender AgentSecured Party, except to the extent that such liability arises from the Lender AgentSecured Party’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Agent Secured Party to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Lender Agent Secured Party (a) to fail to incur expenses reasonably deemed significant by the Lender Agent Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent Secured Party against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent Secured Party a guaranteed return from the collection or disposition of Collateral or (l) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent Secured Party in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent Secured Party would not be commercially unreasonable in the Lender AgentSecured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent Secured Party shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Agent Secured Party that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Collateral Agent nor any other Lender Party will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Collateral Agent in good faith or by reason of any act or omission by the Lender Agent pursuant to instructions from the Lender Agentfaith, except to the extent that such liability arises from the Lender Collateral Agent’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender The Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable shall not be responsible for the Lender Agent (a) the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens on any of the Collateral, whether impaired by operation of law or by reason of any action or omission to fail act on its part hereunder, except to incur expenses reasonably deemed significant by the Lender Agent to prepare extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for dispositionAgent, (b) to fail to obtain third party consents for access to the validity or sufficiency of the Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental any agreement or third party consents for the collection or disposition of Collateral to be collected or disposed ofassignment contained therein, (c) the validity of the title of the Grantor to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against the Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through insuring the use of collection agencies and other collection specialistsCollateral, (e) to advertise dispositions the payment of Collateral through publications taxes, charges, assessments or media of general circulation, whether or not Liens upon the Collateral is of a specialized nature, (f) or otherwise as to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion maintenance of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent a guaranteed return from the collection or disposition of Collateral or (lf) to obtain filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition perfection of any of security interest in the Collateral. Each Grantor acknowledges that Notwithstanding anything in this Agreement to the purpose contrary and for the avoidance of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent would not be commercially unreasonable in the Lender Agent’s exercise of remedies against doubt, the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account have no duty to act outside of not being specifically referred to the United States of America in this Section. Without limitation upon respect of any Collateral located in any jurisdiction other than the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements United States of Law in the absence of this SectionAmerica.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent in good faith or by reason of any act or omission by the Lender Agent pursuant to instructions from form the Lender Agent, except to the extent that such liability arises from the Lender Agent’s 's gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially reasonable unreasonable for the Lender Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ec) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (fd) to contact other Persons, whether or not in the same business as the GrantorsGrantor, for expressions of interest in acquiring all or any portion of the Collateral, (ge) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (hf) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ig) to dispose of assets in wholesale rather than retail markets, (jh) to disclaim disposition warranties, including, without limitation, any warranties of title, (ki) to purchase insurance or of credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent a guaranteed return from the collection or disposition of Collateral Collateral, or (lj) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent would not be commercially unreasonable in the Lender Agent’s 's exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Omnibus Agent nor any other Lender Secured Party will have any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Omnibus Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Omnibus Agent in good faith or by reason of any act or omission by the Lender Omnibus Agent pursuant to instructions from the Lender Omnibus Agent, except to the extent that such liability arises from the Lender Omnibus Agent’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Omnibus Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Lender Omnibus Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Omnibus Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Omnibus Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender Omnibus Agent a guaranteed return from the collection or disposition of Collateral or (l) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Omnibus Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Omnibus Agent would not be commercially unreasonable in the Lender Omnibus Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Omnibus Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Omnibus Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender First Priority Collateral Agent nor any other Lender Party will have any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender First Priority Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender First Priority Collateral Agent in good faith or by reason of any act or omission by the Lender First Priority Collateral Agent pursuant to instructions from the Lender First Priority Collateral Agent, except to the extent that such liability arises from the Lender First Priority Collateral Agent’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender First Priority Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Lender First Priority Collateral Agent (a) to fail to incur expenses reasonably deemed significant by the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender First Priority Collateral Agent against risks of loss, collection or disposition of Collateral, or to provide to the Lender First Priority Collateral Agent a guaranteed return from the collection or disposition of Collateral or (l) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender First Priority Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender First Priority Collateral Agent would not be commercially unreasonable in the Lender First Priority Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender First Priority Collateral Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender First Priority Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Collateral Agent nor any other Lender Party the Trustee will have any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Collateral Agent in good faith or by reason of any act or omission by the Lender Collateral Agent pursuant to instructions from the Lender Collateral Agent, except to the extent that such liability arises from the Lender Collateral Agent’s gross negligence negligence, bad faith or willful misconduct. To The Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the extent that applicable law imposes duties on perfection of any security interest in the Lender Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable Collateral. The Trustee shall not be responsible for the Lender Agent (a) to fail to incur expenses reasonably deemed significant by existence, genuineness or value of any of the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection validity, perfection, priority or disposition enforceability of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or the Liens in any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (g) whether impaired by operation of law or by reason of any action or omission to hire one act on its part hereunder, except to the extent such action or more professional auctioneers to assist in omission constitutes gross negligence, bad faith or willful misconduct on the disposition part of Collateralthe Trustee, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction validity or sufficiency of assets of the types included in the Collateral or that have any agreement or assignment contained therein, for the reasonable capability validity of doing so, or that match buyers and sellers the title of assets, (i) the Company to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent against risks of loss, collection or disposition of Collateral, for insuring the Collateral or to provide for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the Lender Agent a guaranteed return from the collection or disposition of Collateral or (l) to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent in the collection or disposition of any maintenance of the Collateral. Each Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent would not be commercially unreasonable in the Lender Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Party Collateral Trustee will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent Collateral Trustee will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent Collateral Trustee in good faith or by reason of any act or omission by the Lender Agent pursuant to instructions from the Lender AgentCollateral Trustee, except to the extent that such liability arises from the Lender Agent’s Collateral Trustee's gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Agent Collateral Trustee to exercise remedies in a commercially reasonable manner, each Grantor Debtor acknowledges and agrees that it is not commercially reasonable unreasonable for the Lender Agent Collateral Trustee: (a) to fail to incur expenses reasonably deemed significant by the Lender Agent Collateral Trustee to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Grantorssuch Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent Collateral Trustee against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent Collateral Trustee a guaranteed return from the collection or disposition of Collateral Collateral, or (l) to the extent deemed appropriate by the Collateral Trustee, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender Agent Collateral Trustee in the collection or disposition of any of the Collateral. Each Grantor Debtor acknowledges that the purpose of this Section 10 is to provide non-exhaustive indications of what actions or omissions by the Lender Agent Collateral Trustee would not be commercially unreasonable in the Lender Agent’s Collateral Trustee's exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent Collateral Trustee shall not be deemed commercially unreasonable solely on account of not being specifically referred to indicated in this SectionSection 10. Without limitation upon the foregoing, nothing contained in this Section 10 shall be construed to grant any right to a Grantor any Debtor or to impose any duties on the Lender Agent Collateral Trustee that would not have been granted or imposed by this Agreement or by applicable Requirements of Law law in the absence of this SectionSection 10.

Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Lender Agent nor any other Lender Secured Party will have any no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Lender Agent Secured Party will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Lender Agent Secured Party in good faith or by reason of any act or omission by the Lender Agent Secured Party or pursuant to instructions from the Lender AgentSecured Party, except to the extent that such liability arises from the Lender AgentSecured Party’s gross negligence or willful misconduct. To the extent that applicable law imposes duties on the Lender Agent Secured Party to exercise remedies in a commercially reasonable manner, each Grantor the Debtor acknowledges and agrees that it is not commercially reasonable unreasonable for the Lender Agent Secured Party (a) to fail to incur expenses reasonably deemed significant by the Lender Agent Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third third-party consents for access to Collateral to be disposed of, or to obtain obtain, or, if not required by other law, to fail to obtain obtain, governmental or third third-party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the GrantorsDebtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, including any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender Agent Secured Party against risks of loss, collection or disposition of Collateral, or to provide to the Lender Agent Secured Party a guaranteed return from the collection or disposition of Collateral or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Lender Agent Secured Party in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender Agent would not be commercially unreasonable in the Lender Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Lender Agent shall not be deemed commercially unreasonable solely on account of not being specifically referred to in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any right to a Grantor or to impose any duties on the Lender Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section.​