Common use of The Notes Collateral Agent Clause in Contracts

The Notes Collateral Agent. (a) The Issuer and the Guarantors hereby appoint U.S. Bank Trust Company, National Association to act as Notes Collateral Agent, and each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Notes Collateral Agent shall have the privileges, powers, duties and immunities as set forth in this Indenture and the Collateral Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Collateral Documents, the duties of the Notes Collateral Agent shall be ministerial and administrative in nature, and the Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Collateral Documents to which the Notes Collateral Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Collateral Documents or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Issuer and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent, in each case pursuant to the terms of the Collateral Documents and that the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Notes Collateral Agent and the Trustee, and that the Lien of this Indenture and the Collateral Documents in respect of the Trustee, the Notes Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Documents and actions that may be taken thereunder. The Notes Collateral Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Issuer, the Trustee shall notify the Notes Collateral Agent thereof and promptly shall deliver such Collateral to the Notes Collateral Agent or otherwise deal with such Collateral in accordance with the Notes Collateral Agent’s instructions. (c) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Notes Collateral Agent and authorizes and directs the Notes Collateral Agent (i) to enter into the Collateral Documents (including, without limitation, the Pari Passu Intercreditor Agreement), whether executed on or after the Issue Date, and perform its obligations and exercise its rights, powers and discretions under the Collateral Documents in accordance therewith, (ii) make the representations of the Holders set forth in the Collateral Documents (including, without limitation, the Pari Passu Intercreditor Agreement), and (iii) bind the Holders on the terms as set forth in the Collateral Documents (including, without limitation, the Pari Passu Intercreditor Agreement). (d) The Notes Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Notes Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder or under any Collateral Documents to which it is a party, except for its own bad faith, gross negligence or willful misconduct. The Notes Collateral Agent shall have no liability for any action taken, or errors in judgment made, in good faith by it or any of its officers, employees or agents, unless it shall have acted in bad faith or with willful misconduct or been grossly negligent in ascertaining the pertinent facts. (e) The Notes Collateral Agent shall be entitled to seek, and shall be fully justified in failing or refusing to take any action under this Indenture or the Collateral Documents unless it shall first receive, the advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes (or the Holders of at least two-thirds in aggregate principal amount of Notes, as applicable) as it determines and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Except as otherwise provided in the Collateral Documents or this Indenture, the Notes Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the Collateral Documents in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. If the Notes Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any action, the Notes Collateral Agent shall be entitled to refrain from taking such action unless and until the Notes Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Notes Collateral Agent shall not incur liability to any Person by reason of so refraining. (f) The Notes Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested, in accordance with this Indenture or the Collateral Documents, by the Trustee or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 11.4), subject to the terms of the Collateral Documents. The Notes Collateral Agent shall not be charged with knowledge of the occurrence of any Default or Event of Default under this Indenture or any other agreement unless a Trust Officer of the Notes Collateral Agent shall have actual knowledge thereof. (g) Except as otherwise explicitly provided herein or in the Collateral Documents, neither the Notes Collateral Agent nor any of its respective officers, directors, employees or agents or other Related Persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (h) If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Notes Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Notes Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article VII, the Trustee shall promptly turn the same over to the Notes Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Notes Collateral Agent such proceeds to be applied by the Notes Collateral Agent pursuant to the terms of this Indenture and the Collateral Documents. (i) Neither the Trustee nor the Notes Collateral Agent shall have any obligation whatsoever to any of the Holders or to the Trustee, in the case of the Notes Collateral Agent, to assure that the Collateral exists or is owned by the Issuer or any Guarantor or is cared for, protected, or insured or has been encumbered, or that the Notes Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Issuer’s or any Guarantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Collateral Documents has been properly and completely listed or delivered, as the case may be, or the value, genuineness, validity, ownership, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Notes Collateral Agent pursuant to this Indenture or any Collateral Document other than to exercise such rights, authorities and powers pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes or as otherwise provided in the Collateral Documents. Further to the foregoing and notwithstanding anything to the contrary in this Indenture or in any Collateral Document, in no event shall the Notes Collateral Agent or the Trustee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture or the Collateral Documents (including without limitation the filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Notes Collateral Agent be responsible for, or make any representation regarding, the validity, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created thereby. (j) The Notes Collateral Agent shall exercise reasonable care in the custody of any Collateral in its possession or control or any income thereon. The Notes Collateral Agent shall be deemed to have exercised reasonable care in the custody of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which they accord similar property held for its own benefit and shall not be liable or responsible for any loss or diminution in value of any of the Collateral, including, without limitation, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Notes Collateral Agent in good faith. The Notes Collateral Agent shall be permitted to use overnight carriers to transmit possessory collateral and shall be not liable for any items lost or damages in transmit. (k) Upon the receipt by the Notes Collateral Agent of a written request of the Issuer signed by a Responsible Officer (a “Security Document Order”), the Notes Collateral Agent is hereby authorized to execute and enter into (including by joinder agreement), and shall execute and enter into, without the further consent of any Holder or the Trustee, any Collateral Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Notes Collateral Agent pursuant to, and is a Security Document Order referred to in, this Section 11.4, (ii) instruct the Notes Collateral Agent to execute and enter into (including by joinder agreement) such Collateral Document and (iii) certify that all covenants and conditions precedent, if any to the execution and delivery of the Collateral Document have been compiled with; provided that in no event shall the Notes Collateral Agent be required to enter into a Collateral Document that it determines adversely affects the rights, duties, liabilities or immunities of the Notes Collateral Agent. The Holders, by their acceptance of the Notes, hereby authorize and direct the Notes Collateral Agent to execute such Collateral Documents. (l) Upon receipt by the Notes Collateral Agent of a Security Document Order, the Notes Collateral Agent is hereby authorized to execute and enter into (including by joinder agreement), and shall execute and enter into, without the further consent of any Holder or the Trustee, any other applicable intercreditor agreement. Such Security Document Order shall (i) state that it is being delivered to the Notes Collateral Agent pursuant to, and is a Security Document referred to in this Section 11.4, (ii) certify that such intercreditor agreement complies with the terms of this Indenture and the Note Documents and that all covenants and conditions precedent, if any, under this Indenture and the other Note Documents to such execution and delivery have been complied with and (iii) instruct the Notes Collateral Agent to execute and enter into the Pari Passu Intercreditor (including by joinder agreement) such intercreditor agreement; provided that in no event shall the Notes Collateral Agent be required to enter into Pari Passu Intercreditor and or any other intercreditor agreement if it determines that such document adversely affects the rights, duties, liabilities or immunities of the Notes Collateral Agent. The Holders, by their acceptance of the Notes, authorize and direct the Notes Collateral Agent to execute such agreements and the Notes Collateral Agent shall be entitled to conclusively rely on such Security Document Order. (m) The Notes Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Collateral Documents and to the extent not prohibited under the Pari Passu Intercreditor Agreement, for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 6.10 and the other provisions of this Indenture. (n) In acting under this Indenture or any other Note Document, the Notes Collateral Agent shall have all the rights, privileges, protections, immunities and benefits provided to the Notes Collateral Agent hereunder and in the Note Documents as well as the rights, privileges, protections, immunities and benefits afforded to the Trustee (including its rights to be compensated, reimbursed and indemnified under Section 7.06). For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Notes Collateral Agent hereunder, including, without limitation, its right to be indemnified prior to taking action, shall survive the satisfaction, discharge or termination of this Indenture or its earlier termination, resignation or removal of the Collateral Agent, in such capacity. (o) Notwithstanding anything to the contrary contained in this Indenture or the Collateral Documents, in the event the Notes Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Notes Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Notes Collateral Agent has determined that the Notes Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances. The Notes Collateral Agent shall at any time be entitled to cease taking any action described in this clause if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the Holders to be sufficient. (p) The parties hereto and the Holders hereby agree and acknowledge that neither the Notes Collateral Agent nor the Trustee shall assume, be responsibl

The Notes Collateral Agent. (a) The Issuer By accepting a Note, each Holder will be deemed to have irrevocably appointed the Notes Collateral Agent to act as its agent under the Notes Security Documents, the Intercreditor Agreement and any Junior Lien Intercreditor Agreement and irrevocably authorized and directed each of the Trustee and the Guarantors Notes Collateral Agent, as the case may be, to (i) execute and deliver the Intercreditor Agreement, if any, any Junior Lien Intercreditor Agreement and any Notes Security Documents to which the Trustee or the Notes Collateral Agent, as applicable, is named as a party, including any Notes Security Documents, Intercreditor Agreement or Junior Lien Intercreditor Agreement executed after the Issue Date, (ii) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Notes Security Documents, the Intercreditor Agreement or any such Junior Lien Intercreditor Agreement or other documents to which it is a party, together with any other incidental rights, powers and discretions; and (ii) execute each document expressed to be executed by the Trustee or the Notes Collateral Agent on its behalf. It is hereby appoint U.S. Bank Trust Companyexpressly acknowledged and agreed that, National Association in doing so, the Trustee and the Notes Collateral Agent are (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. The Notes Collateral Agent hereby accepts such designation and appointment as the Notes Collateral Agent under the Indenture and agrees to act as the Notes Collateral Agent on the conditions contained in this Indenture. Each of the Holders hereby exempts the Notes Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable law to the extent legally possible for such Holder. (b) The Notes Collateral Agent is authorized and empowered to appoint one or more subagents or co-collateral agents as it deems necessary or appropriate, including without limitation the Bank Collateral Agent (including any successor Bank Collateral Agent). (c) The Notes Collateral Agent shall have all the rights, protections, privileges, powers, immunities, indemnities and benefits provided in the Notes Security Documents as well as the rights, protections, privileges, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof; provided, however, that the Issuer shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Notes Collateral Agent through the Notes Collateral Agent’s own willful misconduct or gross negligence, as determined by a final and non-appealable order of a court of competent jurisdiction. (d) None of the Trustee, the Notes Collateral Agent or any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Notes Security Documents, for the creation, perfection, continuation of perfection, priority, sufficiency or protection of any Lien securing the Notes or any defect or deficiency as to any such matters, except to the extent any possessory collateral is delivered to the Notes Collateral Agent for perfection purposes. (e) Subject to the Notes Security Documents, except as directed by the Trustee as required or permitted by this Indenture, the Holders acknowledge that the Notes Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any Lien securing the Notes; or (iii) to take any other action whatsoever with regard to any or all Liens securing the Notes, the Notes Security Documents or the Collateral. (f) In acting as Notes Collateral Agent, co-collateral agent or sub-collateral agent, the Notes Collateral Agent, each co-collateral agent and each Holdersub-collateral agent may rely upon and enforce each and all of the rights, by its acceptance protections, privileges, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, including the right to compensation and indemnity set forth in Section 7.07. Whether or not expressly provided therein, in acting under any Notes Security Document, the Intercreditor Agreement, if any, or any Junior Lien Intercreditor Agreement, the Notes Collateral Agent shall be entitled to all of the rights, protections, privileges, powers, immunities and indemnities granted to the Guarantees thereofNotes Collateral Agent in this Indenture. (g) Neither the Trustee nor the Notes Collateral Agent shall have any duty to file any financing statements, irrevocably consents amendments thereto, continuation statements or any other agreement or instrument to perfect or maintain the perfection of the Notes Collateral Agent’s security interest in the Collateral. (h) Before the Notes Collateral Agent acts or refrains from acting in each case at the request or direction of the Issuer or the Guarantors, it may require an Officer’s Certificate and agrees to such appointmentan Opinion of Counsel. The Notes Collateral Agent shall have the privileges, powers, duties and immunities as set forth not be liable for any action it takes or omits to take in this Indenture and the Collateral Documents. Notwithstanding any provision to the contrary contained elsewhere good faith in this Indenture reliance on such Officer’s Certificate or the Collateral Documents, the duties Opinion of the Counsel. (i) The Notes Collateral Agent shall will not be ministerial and administrative in natureresponsible or liable for any action taken or omitted to be taken by it hereunder or under any other Notes Security Document, and the Notes Collateral Agent shall not have Intercreditor Agreement, if any, or any duties or responsibilitiesJunior Lien Intercreditor Agreement, except those expressly set forth herein for its own gross negligence or willful misconduct as determined by a final and in the Collateral Documents to which the Notes Collateral Agent is non-appealable order of a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no court of competent jurisdiction. No implied covenants, functions, responsibilities, duties, obligations or liabilities liabilities, whether arising under statute, common law or otherwise shall be read into this Indenture Indenture, the Notes Security Documents, the Intercreditor Agreement, if any, or the Collateral Documents any Junior Lien Intercreditor Agreement or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Issuer and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent, in each case pursuant to the terms of the Collateral Documents and that the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Notes Collateral Agent and the Trustee, and that the Lien of this Indenture and the Collateral Documents in respect of the Trustee, the Notes Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Documents and actions that may be taken thereunder. The Notes Collateral Agent will not be required to take any action that is each Holder’s agent for the purpose contrary to applicable law or any provision of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Issuerthis Indenture, the Trustee shall notify Notes Security Documents, the Notes Collateral Agent thereof Intercreditor Agreement, if any, or any Junior Lien Intercreditor Agreement and promptly shall deliver such Collateral will not have any duty to the Notes Collateral Agent take any discretionary action or otherwise deal with such Collateral in accordance with the Notes Collateral Agent’s instructionsexercise any discretionary powers. (c) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Notes Collateral Agent and authorizes and directs the Notes Collateral Agent (i) to enter into the Collateral Documents (including, without limitation, the Pari Passu Intercreditor Agreement), whether executed on or after the Issue Date, and perform its obligations and exercise its rights, powers and discretions under the Collateral Documents in accordance therewith, (ii) make the representations of the Holders set forth in the Collateral Documents (including, without limitation, the Pari Passu Intercreditor Agreement), and (iii) bind the Holders on the terms as set forth in the Collateral Documents (including, without limitation, the Pari Passu Intercreditor Agreement). (dj) The Notes Collateral Agent shall not be accountable only for amounts that it actually receives as a result of bound to make any investigation into the exercise of such powersfacts or matters stated in any resolution, and neither certificate, statement, instrument, opinion, report, notice, request, direction, judgment, consent, order, bond, debenture, or other paper or document. Prior to taking any action with respect to Collateral, the Notes Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder or under any Collateral Documents to which it is a party, except for its own bad faith, gross negligence or willful misconduct. The Notes Collateral Agent shall have no liability for any action taken, or errors in judgment made, in good faith by it or any of its officers, employees or agents, unless it shall have acted in bad faith or with willful misconduct or been grossly negligent in ascertaining the pertinent facts. (e) The Notes Collateral Agent shall will be entitled to seek, and shall be fully justified in failing or refusing to take any action under this Indenture or the Collateral Documents unless it shall first receive, the advice or concurrence of seek direction from the Trustee or the Holders of a majority in aggregate principal amount of the Notes (or the Holders of at least two-thirds in aggregate principal amount of Notes, as applicable) as it determines and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Except as otherwise provided in the Collateral Documents or this Indenture, the Notes Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the Collateral Documents in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holdersoutstanding. If the Notes Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any action, the Notes Collateral Agent shall be entitled to refrain from taking such action unless and until the Notes Collateral Agent shall have received direction and indemnity, if requested, from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Notes Collateral Agent shall not incur liability to any Person by reason of so refraining. (fk) The No provision of this Indenture, the Notes Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested, in accordance with this Indenture or the Collateral Security Documents, by the Trustee or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 11.4)Intercreditor Agreement, subject to the terms of the Collateral Documents. The Notes Collateral Agent shall not be charged with knowledge of the occurrence of any Default or Event of Default under this Indenture if any, or any other agreement unless a Trust Officer of Junior Lien Intercreditor Agreement will require the Notes Collateral Agent shall have actual knowledge thereof. (g) Except as otherwise explicitly provided herein to advance or in the Collateral Documents, neither the Notes Collateral Agent nor expend any of its respective officers, directors, employees own funds or agents otherwise incur any financial liability in the performance of its duties or other Related Persons shall be liable for failure the exercise of its powers or rights hereunder or thereunder (or any omission to demand, collect perform or realize upon take any action at the request or direction of the Collateral Holders) unless it has been provided with security or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (h) If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Notes Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Notes Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article VII, the Trustee shall promptly turn the same over to the Notes Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same indemnity satisfactory to the Notes Collateral Agent such proceeds to against any and all loss, liability or expense which may be applied incurred by the Notes Collateral Agent pursuant to the terms of this Indenture and the Collateral Documents. (i) Neither the Trustee nor the Notes Collateral Agent shall have any obligation whatsoever to any of the Holders or to the Trustee, in the case of the Notes Collateral Agent, to assure that the Collateral exists or is owned by the Issuer or any Guarantor or is cared for, protected, or insured or has been encumbered, or that the Notes Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Issuer’s or any Guarantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Collateral Documents has been properly and completely listed or delivered, as the case may be, or the value, genuineness, validity, ownership, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Notes Collateral Agent pursuant to this Indenture or any Collateral Document other than to exercise such rights, authorities and powers pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes or as otherwise provided in the Collateral Documents. Further to the foregoing and notwithstanding anything to the contrary in this Indenture or in any Collateral Document, in no event shall the Notes Collateral Agent or the Trustee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture or the Collateral Documents (including without limitation the filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Notes Collateral Agent be responsible for, or make any representation regarding, the validity, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created thereby. (j) The Notes Collateral Agent shall exercise reasonable care in the custody of any Collateral in its possession or control or any income thereon. The Notes Collateral Agent shall be deemed to have exercised reasonable care in the custody of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which they accord similar property held for its own benefit and shall not be liable or responsible for any loss or diminution in value of any of the Collateral, including, without limitation, it by reason of the act taking or omission of any carrier, forwarding agency continuing to take or other agent or bailee selected by the Notes Collateral Agent in good faithomitting to take such action relating thereto. The Notes Collateral Agent shall be permitted to use overnight carriers to transmit possessory collateral and shall be not liable for any items lost or damages in transmit. (k) Upon the receipt by the Notes Collateral Agent of a written request of the Issuer signed by a Responsible Officer (a “Security Document Order”), the Notes Collateral Agent is hereby authorized to execute and enter into (including by joinder agreement), and shall execute and enter into, without the further consent of any Holder or the Trustee, any Collateral Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Notes Collateral Agent pursuant to, and is a Security Document Order referred to in, this Section 11.4, (ii) instruct the Notes Collateral Agent to execute and enter into (including by joinder agreement) such Collateral Document and (iii) certify that all covenants and conditions precedent, if any to the execution and delivery of the Collateral Document have been compiled with; provided that in no event shall the Notes Collateral Agent be required to enter into a Collateral Document that it determines adversely affects the rights, duties, liabilities or immunities of the Notes Collateral Agent. The Holders, by their acceptance of the Notes, hereby authorize and direct the Notes Collateral Agent to execute such Collateral Documents. (l) Upon receipt by the Notes Collateral Agent of a Security Document Order, the Notes Collateral Agent is hereby authorized to execute and enter into (including by joinder agreement), and shall execute and enter into, without the further consent of any Holder or the Trustee, any other applicable intercreditor agreement. Such Security Document Order shall (i) state that it is being delivered to the Notes Collateral Agent pursuant to, and is a Security Document referred to in this Section 11.4, (ii) certify that such intercreditor agreement complies with the terms of this Indenture and the Note Documents and that all covenants and conditions precedent, if any, under this Indenture and the other Note Documents to such execution and delivery have been complied with and (iii) instruct the Notes Collateral Agent to execute and enter into the Pari Passu Intercreditor (including by joinder agreement) such intercreditor agreement; provided that in no event shall the Notes Collateral Agent be required to enter into Pari Passu Intercreditor and or any other intercreditor agreement if it determines that such document adversely affects the rights, duties, liabilities or immunities of the Notes Collateral Agent. The Holders, by their acceptance of the Notes, authorize and direct the Notes Collateral Agent to execute such agreements and the Notes Collateral Agent shall be entitled to conclusively rely on such Security Document Order. (m) The Notes Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Collateral Documents and to the extent not prohibited under the Pari Passu Intercreditor Agreement, for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 6.10 and the other provisions of this Indenture. (n) In acting under this Indenture or any other Note Document, the Notes Collateral Agent shall have all the rights, privileges, protections, immunities and benefits provided to the Notes Collateral Agent hereunder and in the Note Documents as well as the rights, privileges, protections, immunities and benefits afforded to the Trustee (including its rights to be compensated, reimbursed and indemnified under Section 7.06). For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Notes Collateral Agent hereunder, including, without limitation, its right to be indemnified prior to taking action, shall survive the satisfaction, discharge or termination of this Indenture or its earlier termination, resignation or removal of the Collateral Agent, in such capacity. (o) Notwithstanding anything to the contrary contained in this Indenture Indenture, the Notes Security Documents, the Intercreditor Agreement, if any, or the Collateral Documentsany Junior Lien Intercreditor Agreement, in the event the Notes Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Notes Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages Mortgages or take any such other action if the Notes Collateral Agent has determined that the Notes Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such propertyproperty unless the Notes Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Notes Collateral Agent in its sole discretion, of any hazardous substancesprotecting the Notes Collateral Agent from all such liability. The Notes Collateral Agent shall at any time be entitled to cease taking any action described in this clause paragraph (k) if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the Holders to be sufficient. (pl) The parties hereto and Beyond the Holders hereby agree and acknowledge that neither exercise of reasonable care in the custody of Collateral in its possession or control, the Notes Collateral Agent nor will have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. (m) The Notes Collateral Agent may resign or be removed and a successor collateral agent be appointed, all in accordance with the provisions of Section 7.08 and 7.09 hereof, as if references to Trustee therein were references to the Notes Collateral Agent. (n) If the Issuer or any Guarantor (i) incurs any obligations in respect of First Lien Obligations at any time when the Intercreditor Agreement is not in effect or at any time when First Lien Obligations entitled to the benefit of the Intercreditor Agreement are concurrently retired, and (ii) delivers to the Notes Collateral Agent an Officer’s Certificate so stating and requesting the Notes Collateral Agent to enter into the Intercreditor Agreement in favor of a designated agent or representative for the holders of the First Lien Obligations so incurred, the Notes Collateral Agent shall (and is hereby authorized and directed to) enter into the Intercreditor Agreement (at the sole expense and cost of the Issuer, including legal fees and expenses of the Trustee and the Notes Collateral Agent), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. (o) If the Issuer or any Guarantor (i) incurs any obligations in respect of Indebtedness having junior lien priority at any time when no Junior Lien Intercreditor Agreement is in effect or at any time when Indebtedness constituting Indebtedness having junior lien priority entitled to the benefit of a Junior Lien Intercreditor Agreement is concurrently retired and (ii) delivers to the Notes Collateral Agent an Officer’s Certificate so stating and requesting the Notes Collateral Agent to enter into a Junior Lien Intercreditor Agreement (on terms that are customary for such financings as determined by the Issuer in good faith reflecting the subordination of such Liens to the Liens secured by Notes and Guarantees) in favor of a designated agent or representative for the holders of the Indebtedness having junior lien priority so incurred, the Notes Collateral Agent shall assume(and is hereby authorized and directed to) enter into such Junior Lien Intercreditor Agreement (at the sole expense and cost of the Issuer, be responsiblincluding legal fees and expenses of the Trustee and the Notes Collateral Agent), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

The Notes Collateral Agent. (a) The Issuer and the Guarantors hereby appoint U.S. Bank Trust CompanyBy accepting a Note, National Association each Holder will be deemed to act as Notes Collateral Agent, and each Holder, by its acceptance of any Notes and the Guarantees thereof, have irrevocably consents and agrees to such appointment. The Notes Collateral Agent shall have the privileges, powers, duties and immunities as set forth in this Indenture and the Collateral Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Collateral Documents, the duties of appointed the Notes Collateral Agent shall be ministerial to execute and administrative in naturedeliver, and to act as its agent under, the Notes Security Documents, the Mortgage Collateral Agency Agreement and the Intercreditor Agreements and to have irrevocably authorized and directed the Notes Collateral Agent shall not have any to (i) perform the duties and exercise the rights, powers and directions that are specifically given to it under the Notes Security Documents, the Mortgage Collateral Agency Agreement, the Intercreditor Agreements or responsibilities, except those expressly set forth herein and in the Collateral Documents other documents to which it is a party, together with any other incidental rights, powers and directions; and (ii) execute each document expressed to be executed by the Notes Collateral Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Collateral Documents or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partieson its behalf. (b) The Issuer and Each of the Guarantors Holders hereby agree that exempts the Notes Collateral Agent shall hold the Collateral from any restrictions on behalf of representing several persons and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent, in each case pursuant self-dealing under any applicable law to the terms of the Collateral Documents and that the Collateral as now or hereafter constituted shall be held extent legally possible for the benefit of all the Holders, the Notes Collateral Agent and the Trustee, and that the Lien of this Indenture and the Collateral Documents in respect of the Trustee, the Notes Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Documents and actions that may be taken thereunder. such Holder. (c) The Notes Collateral Agent is each Holder’s agent for authorized and empowered to appoint one or more subagents or co-collateral agents as it deems necessary or appropriate, including without limitation the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Issuer, the Trustee shall notify the Notes Collateral Agent thereof and promptly shall deliver such Collateral to the Notes Collateral Agent or otherwise deal with such Collateral in accordance with the Notes Collateral Agent’s instructions. (c) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Notes Collateral Agent and authorizes and directs the Notes Bank Collateral Agent (iincluding any successor Bank Collateral Agent) to enter into the and any Mortgage Collateral Documents (including, without limitation, the Pari Passu Intercreditor Agreement), whether executed on or after the Issue Date, and perform its obligations and exercise its rights, powers and discretions under the Collateral Documents in accordance therewith, (ii) make the representations of the Holders set forth in the Collateral Documents (including, without limitation, the Pari Passu Intercreditor Agreement), and (iii) bind the Holders on the terms as set forth in the Collateral Documents (including, without limitation, the Pari Passu Intercreditor Agreement)Agent. (d) The Notes Collateral Agent shall be accountable only for amounts that it actually receives have all the rights and protection provided in the Notes Security Documents as a result of well as the exercise of such powers, rights and neither protections afforded to the Notes Collateral Agent nor in Sections 7.02 and 7.07 hereof; provided, however, that the Issuer shall not reimburse any of its officersexpense or indemnify against any loss, directors, employees liability or agents shall be responsible for any act or failure to act hereunder or under any Collateral Documents to which it is a party, except for its own bad faith, gross negligence or willful misconduct. The expense incurred by the Notes Collateral Agent shall have no liability for any action taken, or errors in judgment made, in good faith by it or any of its officers, employees or agents, unless it shall have acted in bad faith or with through the Notes Collateral Agent’s own willful misconduct or been grossly negligent in ascertaining the pertinent factsgross negligence, as determined by a final order of a court of competent jurisdiction. (e) The Notes Collateral Agent shall be entitled to seek, and shall be fully justified in failing or refusing to take any action under this Indenture or the Collateral Documents unless it shall first receive, the advice or concurrence of Neither the Trustee or the Holders of a majority in aggregate principal amount of the Notes (or the Holders of at least two-thirds in aggregate principal amount of Notes, as applicable) as it determines and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Except as otherwise provided in the Collateral Documents or this Indenture, the Notes Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the Collateral Documents in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. If the Notes Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any action, nor the Notes Collateral Agent shall be entitled responsible for (i) the terms or adequacy of any Notes Security Document or any Intercreditor Agreement, (ii) perfecting, maintaining, monitoring, preserving or protecting the Liens granted under this Indenture, the Notes Security Documents or any agreement or instrument contemplated hereby or thereby (except to refrain from taking such action unless and until the extent any possessory collateral is delivered to the Notes Collateral Agent for perfection purposes), (iii) the filing, re-filing, recording, re-recording or continuing of any document, financing statement, financing change statement, registration, mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times or (iv) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect to the Collateral. The actions described in items (i) through (iv) shall have received direction from be the Holders of a majority in aggregate principal amount sole responsibility of the then outstanding NotesIssuer or Guarantor, and the Notes Collateral Agent shall not incur liability to any Person by reason of so refrainingas applicable. (f) The Subject to the Notes Collateral Agent shall take such action with respect to such Default or Event of Default Security Documents and the Intercreditor Agreements, except as may be requested, in accordance with this Indenture or the Collateral Documents, directed by the Trustee as required or permitted by this Indenture, the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 11.4), subject to the terms of the Collateral Documents. The Notes Collateral Agent shall not be charged with knowledge of the occurrence of any Default or Event of Default under this Indenture or any other agreement unless a Trust Officer of acknowledge that the Notes Collateral Agent shall have actual knowledge thereof.will not be obligated: (gi) Except as otherwise explicitly provided herein or in the Collateral Documents, neither the Notes Collateral Agent nor to act upon directions purported to be delivered to it by any of its respective officers, directors, employees or agents or other Related Persons shall be liable for failure Person; (ii) to demand, collect or realize foreclose upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of enforce any Collateral upon Lien securing the request of any other Person or Notes; or (iii) to take any other action whatsoever with regard to any or all Liens securing the Collateral Notes, the Notes Security Documents or any part thereofthe Collateral. (hg) If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the In acting as Notes Collateral Agent pursuant to the terms of this IndentureAgent, co-collateral agent or (ii) payments from the Notes Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article VIIsub-collateral agent, the Trustee shall promptly turn the same over to the Notes Collateral Agent, in kindeach co-collateral agent and each sub-collateral agent may rely upon and enforce each and all of the rights, powers, immunities, indemnities and with such endorsements as may be required to negotiate benefits of the same to the Notes Collateral Agent such proceeds to be applied by the Notes Collateral Agent pursuant to the terms of this Indenture and the Collateral DocumentsTrustee under Article VII hereof. (ih) Neither the Trustee nor the Notes Collateral Agent shall have any obligation whatsoever duty to file any of financing statements, continuation statements or amendments thereto or any other agreement or instrument to record or perfect or maintain the Holders or to the Trustee, in the case perfection of the Notes Collateral Agent, to assure that the Collateral exists or is owned by the Issuer or any Guarantor or is cared for, protected, or insured or has been encumbered, or that the Notes Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Issuer’s or any Guarantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Collateral Documents has been properly and completely listed or delivered, as the case may be, or the value, genuineness, validity, ownership, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Notes Collateral Agent pursuant to this Indenture or any Collateral Document other than to exercise such rights, authorities and powers pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes or as otherwise provided in the Collateral Documents. Further to the foregoing and notwithstanding anything to the contrary in this Indenture or in any Collateral Document, in no event shall the Notes Collateral Agent or the Trustee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture or the Collateral Documents (including without limitation the filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Notes Collateral Agent be responsible for, or make any representation regarding, the validity, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created therebyCollateral. (j) The Notes Collateral Agent shall exercise reasonable care in the custody of any Collateral in its possession or control or any income thereon. The Notes Collateral Agent shall be deemed to have exercised reasonable care in the custody of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which they accord similar property held for its own benefit and shall not be liable or responsible for any loss or diminution in value of any of the Collateral, including, without limitation, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Notes Collateral Agent in good faith. The Notes Collateral Agent shall be permitted to use overnight carriers to transmit possessory collateral and shall be not liable for any items lost or damages in transmit. (k) Upon the receipt by the Notes Collateral Agent of a written request of the Issuer signed by a Responsible Officer (a “Security Document Order”), the Notes Collateral Agent is hereby authorized to execute and enter into (including by joinder agreement), and shall execute and enter into, without the further consent of any Holder or the Trustee, any Collateral Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Notes Collateral Agent pursuant to, and is a Security Document Order referred to in, this Section 11.4, (ii) instruct the Notes Collateral Agent to execute and enter into (including by joinder agreement) such Collateral Document and (iii) certify that all covenants and conditions precedent, if any to the execution and delivery of the Collateral Document have been compiled with; provided that in no event shall the Notes Collateral Agent be required to enter into a Collateral Document that it determines adversely affects the rights, duties, liabilities or immunities of the Notes Collateral Agent. The Holders, by their acceptance of the Notes, hereby authorize and direct the Notes Collateral Agent to execute such Collateral Documents. (l) Upon receipt by the Notes Collateral Agent of a Security Document Order, the Notes Collateral Agent is hereby authorized to execute and enter into (including by joinder agreement), and shall execute and enter into, without the further consent of any Holder or the Trustee, any other applicable intercreditor agreement. Such Security Document Order shall (i) state that it is being delivered to the Notes Collateral Agent pursuant to, and is a Security Document referred to in this Section 11.4, (ii) certify that such intercreditor agreement complies with the terms of this Indenture and the Note Documents and that all covenants and conditions precedent, if any, under this Indenture and the other Note Documents to such execution and delivery have been complied with and (iii) instruct the Notes Collateral Agent to execute and enter into the Pari Passu Intercreditor (including by joinder agreement) such intercreditor agreement; provided that in no event shall the Notes Collateral Agent be required to enter into Pari Passu Intercreditor and or any other intercreditor agreement if it determines that such document adversely affects the rights, duties, liabilities or immunities of the Notes Collateral Agent. The Holders, by their acceptance of the Notes, authorize and direct the Notes Collateral Agent to execute such agreements and the Notes Collateral Agent shall be entitled to conclusively rely on such Security Document Order. (m) The Notes Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Collateral Documents and to the extent not prohibited under the Pari Passu Intercreditor Agreement, for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 6.10 and the other provisions of this Indenture. (n) In acting under this Indenture or any other Note Document, the Notes Collateral Agent shall have all the rights, privileges, protections, immunities and benefits provided to the Notes Collateral Agent hereunder and in the Note Documents as well as the rights, privileges, protections, immunities and benefits afforded to the Trustee (including its rights to be compensated, reimbursed and indemnified under Section 7.06). For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Notes Collateral Agent hereunder, including, without limitation, its right to be indemnified prior to taking action, shall survive the satisfaction, discharge or termination of this Indenture or its earlier termination, resignation or removal of the Collateral Agent, in such capacity. (o) Notwithstanding anything to the contrary contained in this Indenture or the Collateral Documents, in the event the Notes Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Notes Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Notes Collateral Agent has determined that the Notes Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances. The Notes Collateral Agent shall at any time be entitled to cease taking any action described in this clause if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the Holders to be sufficient. (p) The parties hereto and the Holders hereby agree and acknowledge that neither the Notes Collateral Agent nor the Trustee shall assume, be responsibl

The Notes Collateral Agent. (a) The Issuer BNY Mellon has been appointed Notes Collateral Agent for the Notes Secured Parties hereunder pursuant to Article 12 of the Indenture. It is expressly understood and agreed by the Guarantors hereby appoint U.S. Bank Trust Companyparties to this Security Agreement that any authority conferred upon the Notes Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Notes Secured Parties to the Notes Collateral Agent pursuant to the Indenture, National Association and that the Notes Collateral Agent has agreed to act as (and any successor Notes Collateral AgentAgent shall act) as such hereunder only on the express conditions contained in such Article 12. Any successor Notes Collateral Agent appointed pursuant to Article 12 of the Indenture shall be entitled to all the rights, interests and each Holder, by its acceptance benefits of any the Notes and the Guarantees thereof, irrevocably consents and agrees to such appointmentCollateral Agent hereunder. The Notes Collateral Agent shall have all rights, benefits and indemnities provided to it under the privileges, powers, duties and immunities as set forth in this Indenture and the Collateral Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Collateral Documents, the duties of the Notes Collateral Agent shall be ministerial and administrative in nature, and the Notes Collateral Agent shall not have any duties or responsibilities, except those expressly they are incorporated by reference herein as if they are set forth herein and in their entirety. By accepting the Collateral Documents to which the Notes Collateral Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Collateral Documents or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Issuer and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent, in each case pursuant to the terms of the Collateral Documents and that the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Notes Collateral Agent and the Trustee, and that the Lien benefits of this Indenture Security Agreement and the Collateral Documents in respect of the Trusteeany other Notes Document, the each Notes Collateral Agent Secured Party expressly acknowledges and the Holders is subject to agrees that this Security Agreement and qualified and limited in all respects each other Notes Document may be enforced only by the Collateral Documents and actions that may be taken thereunder. The Notes Collateral Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Issuer, the Trustee shall notify the Notes Collateral Agent thereof and promptly shall deliver such Collateral to the Notes Collateral Agent or otherwise deal with such Collateral in accordance with the Notes Collateral Agent’s instructions. (c) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Notes Collateral Agent and authorizes and directs the Notes Collateral Agent (i) to enter into the Collateral Documents (including, without limitation, the Pari Passu Intercreditor Agreement), whether executed on or after the Issue Date, and perform its obligations and exercise its rights, powers and discretions under the Collateral Documents in accordance therewith, (ii) make the representations of the Holders set forth in the Collateral Documents (including, without limitation, the Pari Passu Intercreditor Agreement), and (iii) bind the Holders on the terms as set forth in the Collateral Documents (including, without limitation, the Pari Passu Intercreditor Agreement). (d) The Notes Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Notes Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder or under any Collateral Documents to which it is a party, except for its own bad faith, gross negligence or willful misconduct. The Notes Collateral Agent shall have no liability for any action taken, or errors in judgment made, in good faith by it or any of its officers, employees or agents, unless it shall have acted in bad faith or with willful misconduct or been grossly negligent in ascertaining the pertinent facts. (e) The Notes Collateral Agent shall be entitled to seek, and shall be fully justified in failing or refusing to take any action under this Indenture or the Collateral Documents unless it shall first receive, the advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes (or the Holders of at least two-thirds in aggregate principal amount of Notes, as applicable) as it determines and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Except as otherwise provided in the Collateral Documents or this Indenture, the Notes Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the Collateral Documents in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. If the Notes Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any action, the Notes Collateral Agent shall be entitled to refrain from taking such action unless and until the Notes Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Notes Collateral Agent shall not incur liability to any Person by reason of so refraining. (f) The Notes Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested, in accordance with this Indenture or the Collateral Documents, by the Trustee or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 11.4), subject to the terms of the Collateral Documents. The Notes Collateral Agent shall not be charged with knowledge of the occurrence of any Default or Event of Default under this Indenture or any other agreement unless a Trust Officer of the Notes Collateral Agent shall have actual knowledge thereof. (g) Except as otherwise explicitly provided herein or in the Collateral Documents, neither the Notes Collateral Agent nor any of its respective officers, directors, employees or agents or other Related Persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (h) If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Notes Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Notes Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article VII, the Trustee shall promptly turn the same over to the Notes Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Notes Collateral Agent such proceeds to be applied by the Notes Collateral Agent pursuant to the terms of this Indenture and the Collateral Documents. (i) Neither the Trustee nor the Notes Collateral Agent shall have any obligation whatsoever to any of the Holders or to the Trustee, in the case of the Notes Collateral Agent, and that such Notes Secured Party shall not have any right individually to assure that the Collateral exists or is owned by the Issuer or any Guarantor or is cared for, protected, or insured or has been encumbered, or that the Notes Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled seek to any particular priority, enforce or to determine whether all of enforce this Security Agreement or to realize upon the Issuer’s or any Guarantor’s property constituting Collateral intended security to be subject to the Lien granted hereby, it being understood and security interest of the Collateral Documents has been properly agreed that such rights and completely listed or delivered, as the case remedies may be, or the value, genuineness, validity, ownership, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Notes Collateral Agent pursuant to this Indenture or any Collateral Document other than to exercise such rights, authorities and powers pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes or as otherwise provided in the Collateral Documents. Further to the foregoing and notwithstanding anything to the contrary in this Indenture or in any Collateral Document, in no event shall the Notes Collateral Agent or the Trustee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture or the Collateral Documents (including without limitation the filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Notes Collateral Agent be responsible for, or make any representation regarding, the validity, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created thereby. (j) The Notes Collateral Agent shall exercise reasonable care in the custody of any Collateral in its possession or control or any income thereon. The Notes Collateral Agent shall be deemed to have exercised reasonable care in the custody of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which they accord similar property held for its own benefit and shall not be liable or responsible for any loss or diminution in value of any of the Collateral, including, without limitation, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Notes Collateral Agent in good faith. The Notes Collateral Agent shall be permitted to use overnight carriers to transmit possessory collateral and shall be not liable for any items lost or damages in transmit. (k) Upon the receipt by the Notes Collateral Agent of a written request of the Issuer signed by a Responsible Officer (a “Security Document Order”), the Notes Collateral Agent is hereby authorized to execute and enter into (including by joinder agreement), and shall execute and enter into, without the further consent of any Holder or the Trustee, any Collateral Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Notes Collateral Agent pursuant to, and is a Security Document Order referred to in, this Section 11.4, (ii) instruct the Notes Collateral Agent to execute and enter into (including by joinder agreement) such Collateral Document and (iii) certify that all covenants and conditions precedent, if any to the execution and delivery of the Collateral Document have been compiled with; provided that in no event shall the Notes Collateral Agent be required to enter into a Collateral Document that it determines adversely affects the rights, duties, liabilities or immunities benefit of the Notes Collateral Agent. The Holders, by their acceptance of the Notes, hereby authorize and direct the Notes Collateral Agent to execute such Collateral Documents. (l) Upon receipt by the Notes Collateral Agent of a Security Document Order, the Notes Collateral Agent is hereby authorized to execute and enter into (including by joinder agreement), and shall execute and enter into, without the further consent of any Holder or the Trustee, any other applicable intercreditor agreement. Such Security Document Order shall (i) state that it is being delivered to the Notes Collateral Agent pursuant to, and is a Security Document referred to in this Section 11.4, (ii) certify that such intercreditor agreement complies with Secured Parties upon the terms of this Indenture and the Note Documents and that all covenants and conditions precedent, if any, under this Indenture Security Agreement and the other Note Documents to such execution and delivery have been complied with and (iii) instruct the Notes Collateral Agent to execute and enter into the Pari Passu Intercreditor (including by joinder agreement) such intercreditor agreement; provided that in no event shall the Notes Collateral Agent be required to enter into Pari Passu Intercreditor and or any other intercreditor agreement if it determines that such document adversely affects the rights, duties, liabilities or immunities of the Notes Collateral Agent. The Holders, by their acceptance of the Notes, authorize and direct the Notes Collateral Agent to execute such agreements and the Notes Collateral Agent shall be entitled to conclusively rely on such Security Document OrderDocuments. (m) The Notes Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Collateral Documents and to the extent not prohibited under the Pari Passu Intercreditor Agreement, for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 6.10 and the other provisions of this Indenture. (n) In acting under this Indenture or any other Note Document, the Notes Collateral Agent shall have all the rights, privileges, protections, immunities and benefits provided to the Notes Collateral Agent hereunder and in the Note Documents as well as the rights, privileges, protections, immunities and benefits afforded to the Trustee (including its rights to be compensated, reimbursed and indemnified under Section 7.06). For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Notes Collateral Agent hereunder, including, without limitation, its right to be indemnified prior to taking action, shall survive the satisfaction, discharge or termination of this Indenture or its earlier termination, resignation or removal of the Collateral Agent, in such capacity. (o) Notwithstanding anything to the contrary contained in this Indenture or the Collateral Documents, in the event the Notes Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Notes Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Notes Collateral Agent has determined that the Notes Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances. The Notes Collateral Agent shall at any time be entitled to cease taking any action described in this clause if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the Holders to be sufficient. (p) The parties hereto and the Holders hereby agree and acknowledge that neither the Notes Collateral Agent nor the Trustee shall assume, be responsibl

The Notes Collateral Agent. (a) The Issuer Each of the Holders by acceptance of the Notes hereby designates and appoints the Notes Collateral Agent as its agent under this Indenture, the Collateral Documents and the Guarantors hereby appoint U.S. Bank Trust Company, National Association to act as Notes Collateral AgentHedging Intercreditor Agreement, and each Holder, of the Holders by its acceptance of any the Notes hereby irrevocably authorizes and directs the Notes Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Collateral Documents and the Guarantees thereofHedging Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Notes Collateral Agent by the terms of this Indenture, irrevocably the Collateral Documents and the Hedging Intercreditor Agreement, and consents and agrees to such appointmentthe terms of the Hedging Intercreditor Agreement and each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Notes Collateral Agent agrees to act as such on the express conditions contained in this Section 12.05. The provisions of this Section 12.05 are solely for the benefit of the Notes Collateral Agent and none of the Trustee, the Canadian Co-Trustee, any of the Holders or any of the Company or the Guarantors shall have any rights as a third party beneficiary of any of the privilegesprovisions contained herein. Each Holder agrees that any action taken by the Notes Collateral Agent in accordance with the provisions of this Indenture, powers, duties and immunities as set forth in this Indenture the Intercreditor Agreement and the Collateral Documents, and the exercise by the Notes Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or Indenture, the Collateral DocumentsDocuments and the Hedging Intercreditor Agreement, the duties of the Notes Collateral Agent shall be ministerial and administrative in nature, and the Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Collateral Documents or the Hedging Intercreditor Agreement to which the Notes Collateral Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, the Canadian Co- Trustee, any Holder, Holder or the Issuer Company or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or Indenture, the Collateral Documents and the Hedging Intercreditor Agreement or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Issuer and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral on behalf None of and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent, its Affiliates and their respective officers, directors, employees, agents, advisors and attorneys-in-fact (a “Related Person”) shall (i) be liable for any action taken or omitted to be taken by any of them under or in each case pursuant to the terms of the Collateral Documents and that the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Notes Collateral Agent and the Trustee, and that the Lien of connection with this Indenture and or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any Collateral Documents Document or the Hedging Intercreditor Agreement or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in respect any manner to any of the Trustee, the Notes Collateral Agent and Canadian Co-Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Holders is subject to and qualified and limited Company or any Guarantor or Affiliate of the Company or any Guarantor, or any Officer thereof, contained in all respects by this Indenture, the Collateral Documents and actions that may be taken thereunder. The Notes Collateral Agent is each Holder’s agent or the Hedging Intercreditor Agreement, or in any certificate, report, statement or other document referred to or provided for the purpose of perfecting the Holders’ security interest in assets whichin, in accordance with Article 9 of the Uniform Commercial Code can be perfected only or received by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Issuer, the Trustee shall notify the Notes Collateral Agent thereof and promptly shall deliver such under or in connection with, this Indenture, the Collateral Documents or the Hedging Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Collateral Documents or the Hedging Intercreditor Agreement, or for any failure of the Company or any Guarantor or any other party to this Indenture, the Collateral Documents or the Hedging Intercreditor Agreement to perform its obligations hereunder or thereunder. None of the Notes Collateral Agent or otherwise deal with such any of its respective Related Persons shall be under any obligation to the Trustee, the Canadian Co-Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Collateral in accordance with Documents or the Notes Collateral Agent’s instructionsHedging Intercreditor Agreement or to inspect the properties, books, or records of the Company or any Guarantor or any of their respective Affiliates. (c) Each Holder, by its acceptance For the avoidance of any Notes doubt and the Guarantees thereof, irrevocably consents and agrees notwithstanding anything to the terms contrary herein, all of the Collateral Documents (includingrights, without limitationprotections, the provisions providing for foreclosure immunities and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees indemnities granted to the appointment Trustee hereunder shall also inure to the benefit of the Notes Collateral Agent and authorizes its Related Person acting hereunder and directs the Notes Collateral Agent (i) to enter into the Collateral Documents (including, without limitation, the Pari Passu Intercreditor Agreement), whether executed on or after the Issue Date, and perform its obligations and exercise its rights, powers and discretions under the Collateral Documents in accordance therewith, (ii) make the representations and all of the Holders set forth in provisions of this Indenture granting such rights, protections, immunities and indemnities shall apply to the Collateral Documents (including, without limitationAgent and its Related Person as if such Persons were named in such provisions. Without affecting the Collateral Agent’s responsibilities and duties contained herein, the Pari Passu Intercreditor Agreement)Collateral Agent shall be entitled to request information from the Trustee regarding the identity of any Holders purporting to be the holders of more than 50% of the outstanding principal amount of the Notes. Additionally, all actions performed by the Collateral Agent will be done upon instructions given by the Trustee (acting pursuant to the written instructions of the requisite Holders) or the holders of more than 50% of the outstanding principal amount of the Notes, and (iii) bind the Holders on the terms as set forth in the Collateral Documents (including, without limitationconsultation with its counsel, the Pari Passu Intercreditor Agreement)cost of which will be borne by the Company. The Notes Collateral Agent shall not be responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith. (d) The Notes Collateral Agent shall may resign at any time by notice to the Trustee and the Company, such resignation to be accountable only for amounts that it actually receives effective upon the acceptance of a successor agent to its appointment as a result of the exercise of such powers, and neither the Notes Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder or under any Collateral Documents to which it is a party, except for its own bad faith, gross negligence or willful misconduct. The Notes Collateral Agent shall have no liability for any action taken, or errors in judgment made, in good faith by it or any of its officers, employees or agents, unless it shall have acted in bad faith or with willful misconduct or been grossly negligent in ascertaining the pertinent facts. (e) The Notes Collateral Agent shall be entitled to seek, and shall be fully justified in failing or refusing to take any action under this Indenture or the Collateral Documents unless it shall first receive, the advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes (or the Holders of at least two-thirds in aggregate principal amount of Notes, as applicable) as it determines and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Except as otherwise provided in the Collateral Documents or this Indenture, the Notes Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the Collateral Documents in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the HoldersAgent. If the Notes Collateral Agent resigns under this Indenture, the Company shall request direction from appoint a successor collateral agent. If no successor collateral agent is appointed prior to the Holders of a majority in aggregate principal amount intended effective date of the then outstanding resignation of the Notes Collateral Agent (as stated in the notice of resignation), the Notes Collateral Agent may appoint, after consulting with respect the Trustee, subject to any actionthe consent of the Company (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor collateral agent. If no successor collateral agent is appointed and consented to by the Company pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Notes Collateral Agent shall be entitled to refrain from taking such action unless and until petition a court of competent jurisdiction, at the Notes Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount expense of the then outstanding NotesCompany, to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and the Notes Collateral Agent shall not incur liability to any Person by reason of so refraining. (f) The Notes Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested, in accordance with this Indenture or the Collateral Documents, by the Trustee or the Holders of a majority in aggregate principal amount duties of the Notes (subject to this Section 11.4), subject to the terms of the Collateral Documents. The Notes Collateral Agent shall not be charged with knowledge of the occurrence of any Default or Event of Default under this Indenture or any other agreement unless a Trust Officer of the Notes Collateral Agent shall have actual knowledge thereof. (g) Except as otherwise explicitly provided herein or in the Collateral Documents, neither the Notes Collateral Agent nor any of its respective officers, directors, employees or agents or other Related Persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (h) If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Notes Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Notes Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article VII, the Trustee shall promptly turn the same over to the retiring Notes Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Notes Collateral Agent such proceeds to be applied by the Notes Collateral Agent pursuant to the terms of this Indenture and the Collateral Documents. (i) Neither the Trustee nor the Notes Collateral Agent shall have any obligation whatsoever to any of the Holders or to the Trustee, in the case of the term “Notes Collateral Agent” shall mean such successor collateral agent, to assure that and the Collateral exists or is owned by the Issuer or any Guarantor or is cared for, protected, or insured or has been encumbered, or that the retiring Notes Collateral Agent’s Liens have been properly or sufficiently or lawfully createdappointment, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Issuer’s or any Guarantor’s property constituting Collateral intended to be subject to the Lien powers and security interest of the Collateral Documents has been properly and completely listed or delivered, duties as the case may be, or the value, genuineness, validity, ownership, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Notes Collateral Agent pursuant to this Indenture or any Collateral Document other than to exercise such rights, authorities and powers pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes or as otherwise provided in the Collateral Documents. Further to the foregoing and notwithstanding anything to the contrary in this Indenture or in any Collateral Document, in no event shall the Notes Collateral Agent or the Trustee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture or the Collateral Documents (including without limitation the filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Notes Collateral Agent be responsible for, or make any representation regarding, the validity, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created thereby. (j) The Notes Collateral Agent shall exercise reasonable care in the custody of any Collateral in its possession or control or any income thereon. The Notes Collateral Agent shall be deemed to have exercised reasonable care in the custody of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which they accord similar property held for its own benefit and shall not be liable or responsible for any loss or diminution in value of any of the Collateral, including, without limitation, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Notes Collateral Agent in good faith. The Notes Collateral Agent shall be permitted to use overnight carriers to transmit possessory collateral and shall be not liable for any items lost or damages in transmit. (k) Upon the receipt by the Notes Collateral Agent of a written request of the Issuer signed by a Responsible Officer (a “Security Document Order”), the Notes Collateral Agent is hereby authorized to execute and enter into (including by joinder agreement), and shall execute and enter into, without the further consent of any Holder or the Trustee, any Collateral Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Notes Collateral Agent pursuant to, and is a Security Document Order referred to in, this Section 11.4, (ii) instruct the Notes Collateral Agent to execute and enter into (including by joinder agreement) such Collateral Document and (iii) certify that all covenants and conditions precedent, if any to the execution and delivery of the Collateral Document have been compiled with; provided that in no event shall the Notes Collateral Agent be required to enter into a Collateral Document that it determines adversely affects the rights, duties, liabilities or immunities of the Notes Collateral Agent. The Holders, by their acceptance of the Notes, hereby authorize and direct the Notes Collateral Agent to execute such Collateral Documents. (l) Upon receipt by the Notes Collateral Agent of a Security Document Order, the Notes Collateral Agent is hereby authorized to execute and enter into (including by joinder agreement), and shall execute and enter into, without the further consent of any Holder or the Trustee, any other applicable intercreditor agreement. Such Security Document Order shall (i) state that it is being delivered to the Notes Collateral Agent pursuant to, and is a Security Document referred to in this Section 11.4, (ii) certify that such intercreditor agreement complies with the terms of this Indenture and the Note Documents and that all covenants and conditions precedent, if any, under this Indenture and the other Note Documents to such execution and delivery have been complied with and (iii) instruct the Notes Collateral Agent to execute and enter into the Pari Passu Intercreditor (including by joinder agreement) such intercreditor agreement; provided that in no event shall the Notes Collateral Agent be required to enter into Pari Passu Intercreditor and or any other intercreditor agreement if it determines that such document adversely affects the rights, duties, liabilities or immunities of the Notes Collateral Agent. The Holders, by their acceptance of the Notes, authorize and direct the Notes Collateral Agent to execute such agreements and the Notes Collateral Agent shall be entitled to conclusively rely on such Security Document Order. (m) The terminated. After the retiring Notes Collateral Agent is authorized to receive any funds for the benefit of itselfAgent’s resignation hereunder, the Trustee and the Holders distributed under the Collateral Documents and to the extent not prohibited under the Pari Passu Intercreditor Agreement, for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of this Section 6.10 12.05 (and Section 7.06) shall continue to inure to its benefit and the other provisions of this Indenture. (n) In acting under this Indenture or any other Note Document, the Notes Collateral Agent shall have all the rights, privileges, protections, immunities and benefits provided to the Notes Collateral Agent hereunder and in the Note Documents as well as the rights, privileges, protections, immunities and benefits afforded to the Trustee (including its rights to be compensated, reimbursed and indemnified under Section 7.06). For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Notes Collateral Agent hereunder, including, without limitation, its right to be indemnified prior to taking action, shall survive the satisfaction, discharge or termination of this Indenture or its earlier termination, resignation or removal of the Collateral Agent, in such capacity. (o) Notwithstanding anything to the contrary contained in this Indenture or the Collateral Documents, in the event the Notes Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the retiring Notes Collateral Agent shall not by reason of such resignation be required deemed to commence be released from liability as to any such action actions taken or exercise any remedy or omitted to inspect or conduct any studies of any property under the mortgages or take any such other action if be taken by it while it was the Notes Collateral Agent has determined that the Notes Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances. The Notes Collateral Agent shall at any time be entitled to cease taking any action described in under this clause if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the Holders to be sufficientIndenture. (p) The parties hereto and the Holders hereby agree and acknowledge that neither the Notes Collateral Agent nor the Trustee shall assume, be responsibl