Common use of The Collateral Agent’s Duties Clause in Contracts

The Collateral Agent’s Duties. (i) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any Secured Party nor any of their respective officers, directors, employees or agents 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 Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. By acceptance of the benefits under this Agreement and the other Security Documents, the Existing Notes Secured Parties and the Existing Notes Trustees will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders to permit such Persons to be Secured Parties under this Agreement and certain of the other Security Documents and are being relied upon by the Lenders as consideration therefor.

The Collateral Agent’s Duties. (i) The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s sole 's interest in the Collateral and shall not impose any fiduciary duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to the custodycalls, safekeeping and physical preservation of the Collateral in its possessionconversions, under Section 9-207 of the UCC exchanges, maturities, tenders or otherwiseother matters relative to any Collateral, shall be to deal with it in the same manner as whether or not the Collateral Agent deals with similar property for its own accounthas or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral, including but not limited to, the bringing of any action against the Pledgor on behalf of the Secured Party. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither Collateral Agent may consult with legal counsel of its own choosing at the expense of the Pledgor as to any matter relating to this Agreement, and Collateral AgentAgent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any Secured Party nor any act of their respective officersGod or war or terrorism, directors, employees or agents shall be liable for failure to demand, collect or realize upon any the unavailability of the Collateral Federal Reserve Bank wire or for any delay in doing so facsimile or shall be under any obligation to sell other wire or otherwise dispose of any Collateral upon the request of any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powerscommunication facility). The Collateral Agent and shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the Secured Parties absence of gross negligence or willful misconduct on its part. In no event shall the Collateral Agent be accountable only liable (i) for amounts that they actually receive as a result acting in accordance with or relying upon any instruction, notice, demand, certificate or document from Pledgor or any Authorized Person of the exercise of such powersPledgor contemplated by this Agreement, and neither they nor from any of their officersregistrar or transfer agent for the Mandatory Convertible Preferred Stock, directorsprovided that such instruction, employees notice, demand, certificate or agents shall be responsible to any Pledgor document complies in all material respects with the provisions hereof, (ii) for any act indirect, consequential, punitive or failure to act special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of any nominees, correspondents, designees, agents, subagents or subcustodians chosen by it, (iv) for the investment or reinvestment of any cash held by it hereunder, except in each case in good faith, in accordance with the terms hereof, including without limitation any liability for their own any delays (not resulting from its gross negligence or willful misconduct. By acceptance ) in the investment or reinvestment of the benefits under this Agreement and the other Security DocumentsCollateral, the Existing Notes Secured Parties and the Existing Notes Trustees will be deemed or any loss of interest incident to have acknowledged and agreed that the provisions any such delays, or (v) for an amount in excess of the preceding sentence are intended to induce the Lenders to permit such Persons to be Secured Parties under this Agreement and certain value of the other Security Documents and are being relied upon by Collateral, valued as of the Lenders as consideration therefordate of deposit, but only to the extent of direct money damages.

The Collateral Agent’s Duties. (ia) The powers conferred on the Collateral Agent’s sole Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the custody, safekeeping and physical preservation taking of the Collateral in its possession, under Section 9-207 of the UCC any necessary steps to preserve rights against any parties or otherwise, shall be any other rights pertaining to deal with it in the same manner as the Collateral Agent deals with similar property for its own accountany Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent it accords its own property. Neither (b) Anything contained herein to the contrary notwithstanding, the Collateral Agent may from time to time, when the Collateral Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Collateral Agent hereunder with respect to all or any part of the Collateral. In the event that the Collateral Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by the Borrower hereunder shall be deemed for purposes of this Security Agreement to have been made to such Subagent, in addition to the Collateral Agent, any for the ratable benefit of the Secured Party nor any of their respective officersParties, directorsas security for the Secured Obligations, employees or agents (ii) such Subagent shall automatically be liable for failure vested, in addition to demandthe Collateral Agent, collect or realize upon any with all rights, powers, privileges, interests and remedies of the Collateral or for Agent hereunder with respect to such Collateral, and (iii) the term “Collateral Agent,” when used herein in relation to any delay in doing so or rights, powers, privileges, interests and remedies of the Collateral Agent with respect to such Collateral, shall include such Subagent; provided, however, that no such Subagent shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Pledgor or any other Person or authorized to take any other action whatsoever with regard respect to any such Collateral unless and except to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect extent expressly authorized in writing by the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. By acceptance of the benefits under this Security Agreement and the other Security Documents, the Existing Notes Secured Parties and the Existing Notes Trustees will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders to permit such Persons to be Secured Parties under this Agreement and certain of the other Security Documents and are being relied upon by the Lenders as consideration therefor.07771-0276/LEGAL17986459.2 5/4/10

The Collateral Agent’s Duties. (i) The powers conferred on the Collateral Agent’s sole Agent hereunder are solely to protect the Secured Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the custody, safekeeping and physical preservation taking of the Collateral in its possession, under Section 9-207 of the UCC any necessary steps to preserve rights against any parties or otherwise, shall be any other rights pertaining to deal with it in the same manner as the Collateral Agent deals with similar property for its own accountany Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent it accords its own property. Neither Anything contained herein to the contrary notwithstanding, the Collateral Agent may from time to time when the Collateral Agent deems it to be necessary appoint one or more subagents (each a "Subagent") for the Collateral Agent hereunder with respect to all or any part of the Collateral. In the event that the Collateral Agent so appoints any Subagent with respect to any Collateral, (1) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Security Agreement to have been made to such Subagent for the ratable benefit of the Secured Parties, as security for the Secured Obligations of such Grantor, (2) such Subagent shall automatically be vested with all rights, powers, privileges, interests and remedies of the Collateral Agent hereunder with respect to such Collateral, and (3) the term "Collateral Agent," when used herein in relation to any rights, powers, privileges, interests and remedies of the Collateral Agent with respect to such Collateral, shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Collateral Agent, any Secured Party nor any of their respective officers, directors, employees or agents 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 Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. By acceptance of the benefits under this Agreement and the other Security Documents, the Existing Notes Secured Parties and the Existing Notes Trustees will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders to permit such Persons to be Secured Parties under this Agreement and certain of the other Security Documents and are being relied upon by the Lenders as consideration therefor.

The Collateral Agent’s Duties. (ia) The powers conferred on the Collateral Agent’s sole Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. In performing its functions and duties solely under this Agreement, the Collateral Agent shall act solely as the agent of the Secured Parties and does not assume, nor shall be deemed to have assumed, a fiduciary relationship or any obligation or relationship of trust with or for the Secured Parties. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the custody, safekeeping and physical preservation taking of the Collateral in its possession, under Section 9-207 of the UCC any necessary steps to preserve rights against any parties or otherwise, shall be any other rights pertaining to deal with it in the same manner as the Collateral Agent deals with similar property for its own accountany Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent it accords its own property. Neither the Collateral AgentIn connection with exercising any right or discretionary duty hereunder, any Secured Party nor any of their respective officers, directors, employees or agents 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 Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely shall be entitled to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty rely upon the Collateral Agent or any Secured Party to exercise any such powersdirection of the Required Lenders. The Collateral Agent and shall not have any liability for taking any action at the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise direction of such powersparty, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Pledgor for any act failure or failure delay of any such party to act hereunderprovide timely direction to the Collateral Agent. Notwithstanding any other provision of this Agreement, except for their own gross negligence (i) any such direction may not conflict with any rule of law or willful misconductwith this Agreement and (ii) the Collateral Agent shall not be required to take any action that it determines might involve it in liability. By acceptance of the benefits The Collateral Agent shall have no duties or obligations under this Agreement and except for those expressly set forth herein as duties on its part to be performed. (b) Anything contained herein to the other Security Documentscontrary notwithstanding, the Existing Notes Secured Parties and Collateral Agent may from time to time, when the Existing Notes Trustees will Collateral Agent deems it to be deemed necessary, appoint one or more subagents (each a “Subagent”) for the Collateral Agent hereunder with respect to have acknowledged and agreed all or any part of the Collateral. In the event that the provisions of Collateral Agent so appoints any Subagent with respect to any Collateral, (i) the preceding sentence are intended to induce the Lenders to permit such Persons to be Secured Parties under this Agreement assignment and certain of the other Security Documents and are being relied upon by the Lenders as consideration therefor.pledge of

The Collateral Agent’s Duties. (i) The Notwithstanding any other provision of this Agreement, nothing herein contained shall be construed as requiring or obligating the Collateral Agent’s sole duty Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the custodyCollateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, safekeeping and physical preservation no action taken or omitted to be taken by the Collateral Agent with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent. The provisions of this Section 19 shall in no event relieve any Grantor of any of its obligations hereunder or under any other Transaction Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent of any other or further right that it may have on the date of this Agreement or hereafter, whether hereunder, under any other Transaction Document, by law or otherwise. The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and shall have no duty as to any Collateral as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. None of the Collateral in Agent or any of its possessionofficers, under Section 9-207 of the UCC directors, employees or otherwise, agents shall be liable for any act or failure to deal with it in the same manner as the Collateral Agent deals with similar property for its own accountact hereunder. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent it accords its own property. Neither the Collateral Agent, any Secured Party nor any of their respective officers, directors, employees or agents 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 Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. By acceptance of the benefits under this Agreement and the other Security Documents, the Existing Notes Secured Parties and the Existing Notes Trustees will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders to permit such Persons to be Secured Parties under this Agreement and certain of the other Security Documents and are being relied upon by the Lenders as consideration therefor.

The Collateral Agent’s Duties. (i) The powers conferred on the Collateral Agent’s sole Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral, to ascertain or take action with respect to the custodycalls, safekeeping and physical preservation of the Collateral in its possessionconversions, under Section 9-207 of the UCC exchanges, maturities, tenders or otherwiseother matters relative to any Pledged Shares, shall be to deal with it in the same manner as whether or not the Collateral Agent deals with similar property for its own accountor any other Secured Party has or is deemed to have knowledge of such matters, or to take any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither The Collateral Agent will not be responsible for the Collateral Agentexistence, any Secured Party nor any genuineness or value of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any delay in doing so of the Collateral, whether impaired by operation of law or shall be under any obligation to sell or otherwise dispose by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral upon Agent, as determined by a court of competent jurisdiction in a final, non-appealable order, for the request validity or sufficiency of any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on agreement or assignment contained therein, for the validity of the title of any grantor to the Collateral, for insuring the Collateral Agent and or for the Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty payment of taxes, charges, assessments or Liens upon the Collateral Agent or any Secured Party otherwise as to exercise any such powersthe maintenance of the Collateral. The Collateral Agent hereby disclaims any representation or warranty to the present and the Secured Parties shall be accountable only for amounts that they actually receive as a result future holders of the exercise Obligations concerning the perfection of such powers, and neither they nor the Liens granted hereunder or in the value of any of their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. By acceptance of the benefits under this Agreement and the other Security Documents, the Existing Notes Secured Parties and the Existing Notes Trustees will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders to permit such Persons to be Secured Parties under this Agreement and certain of the other Security Documents and are being relied upon by the Lenders as consideration thereforCollateral.

The Collateral Agent’s Duties. (i) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as powers conferred on the Collateral Agent deals with similar property hereunder are solely to protect its and the other Secured Parties' interest in the Intellectual Property Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody and reasonable care of the certificates of registration for any of the Trademarks and Copyrights, the letters patent for any of the Patents and any License in its own accountpossession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Intellectual Property Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Intellectual Property Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the certificates of registration for any Collateral of the Trademarks and Copyrights, the letters patent for any of the Patents and any License in its possession if such Collateral is certificates of registration, letters patent and licenses are accorded treatment substantially equal to that which the Collateral Agent it accords its own property. Neither Anything contained herein to the contrary notwithstanding, the Collateral Agent may from time to time, when the Collateral Agent reasonably deems it to be necessary, appoint one or more subagents (each a "Subagent") for the Collateral Agent hereunder with respect to all or any part of the Intellectual Property Collateral. In the event that the Collateral Agent so appoints any Subagent with respect to any Intellectual Property Collateral, (1) the security interest assigned and granted in such Intellectual Property Collateral by each Grantor hereunder shall be deemed for purposes of this Intellectual Property Security Agreement to have been made to such Subagent for the ratable benefit of the Lender Parties, as security for the Secured Obligations of such Grantor, (2) such Subagent shall automatically be vested with all rights, powers, privileges, interests and remedies of the Collateral Agent hereunder with respect to such Intellectual Property Collateral, and (3) the term "Collateral Agent," when used herein in relation to any rights, powers, privileges, interests and remedies of the Collateral Agent with respect to such Intellectual Property Collateral, shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any action with respect to any such Intellectual Property Collateral unless and except to the extent expressly authorized in writing by the Collateral Agent, any Secured Party nor any of their respective officers, directors, employees or agents 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 Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. By acceptance of the benefits under this Agreement and the other Security Documents, the Existing Notes Secured Parties and the Existing Notes Trustees will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders to permit such Persons to be Secured Parties under this Agreement and certain of the other Security Documents and are being relied upon by the Lenders as consideration therefor.

The Collateral Agent’s Duties. (ia) The powers conferred on the Collateral Agent’s sole Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the custody, safekeeping and physical preservation taking of the Collateral in its possession, under Section 9-207 of the UCC any necessary steps to preserve rights against any parties or otherwise, shall be any other rights pertaining to deal with it in the same manner as the Collateral Agent deals with similar property for its own accountany Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent it accords its own property. Neither The Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. For the avoidance of doubt, the foregoing shall in no way relieve the obligations of each Grantor to take all actions necessary to perfect and maintain the perfection of the security interest in the Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties. In acting under this Agreement, the Collateral Agent shall be entitled to the rights, protections and immunities provided to the Trustee in the Indenture and such are incorporated by reference herein, mutatis mutandis.(b) Anything contained herein to the contrary notwithstanding, the Collateral Agent may from time to time, when the Collateral Agent deems it to be necessary, appoint one or more subagents (each, a “Subagent”) for the Collateral Agent hereunder with respect to all or any part of the Collateral. In the event that the Collateral Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Collateral Agent, any for the ratable benefit of the Secured Party nor any Parties, as security for the Secured Obligations of their respective officerssuch Grantor, directors(ii) such Subagent shall automatically be vested, employees or agents shall be liable for failure in addition to demandthe Collateral Agent, collect or realize upon any with all rights, powers, privileges, interests and remedies of the Collateral or for Agent hereunder with respect to such Collateral, and (iii) the term “Collateral Agent,” when used herein in relation to any delay in doing so or rights, powers, privileges, interests and remedies of the Collateral Agent with respect to such Collateral, shall include such Subagent; provided, however, that no such Subagent shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Pledgor or any other Person or authorized to take any other action whatsoever with regard respect to any such Collateral unless and except to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect extent expressly authorized in writing by the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. By acceptance of the benefits under this Agreement and the other Security Documents, the Existing Notes Secured Parties and the Existing Notes Trustees will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders to permit such Persons to be Secured Parties under this Agreement and certain of the other Security Documents and are being relied upon by the Lenders as consideration therefor.

The Collateral Agent’s Duties. (i) The provisions of Article 8 of the DIP Credit Agreement shall inure to the benefit of the Collateral Agent’s sole Agent in respect of this Agreement and shall be binding upon the parties to the DIP Credit Agreement in such respect. The powers conferred on the Collateral Agent hereunder are solely to protect its interests and the interests of the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral, including, without limitation, ascertaining or taking action with respect to the custodycalls, safekeeping and physical preservation of the Collateral in its possessionconversions, under Section 9-207 of the UCC exchanges, maturities, tenders or otherwiseother matters relative to any Pledged Securities, shall be to deal with it in the same manner as whether or not the Collateral Agent deals with similar property for its own accounthas or is deemed to have knowledge of such matters. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any the Collateral in its possession if such the Collateral is accorded treatment substantially equal to that which the Collateral Agent it accords its own property. Neither , and the Collateral Agent, Agent shall not be liable or responsible for any Secured Party nor loss or damage to any of their respective officersthe Collateral, directorsor for any diminution in the value thereof, employees by reason of the act or agents omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by the Collateral Agent in good faith and with reasonable care. The Collateral Agent shall not be liable responsible for failure to demandthe existence, collect genuineness or realize upon value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any delay in doing so of the Collateral, whether impaired by operation of law or shall be under any obligation to sell or otherwise dispose by reason of any Collateral upon the request of any Pledgor action or any other Person or omission to take any other action whatsoever with regard to the Collateral or any act on its part thereof. The powers conferred on hereunder; provided that the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to if it executes and delivers any Pledgor for any act release of the Collateral that is not authorized by the Grantors, the requisite DIP Lenders, or failure to act hereunderthe terms of the DIP Credit Agreement or this Agreement, except for their if such execution and delivery is the result of its own gross negligence or willful misconduct. By acceptance The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the benefits under terms of this Agreement and by the other Security DocumentsGrantors. Pursuant to Article 8 of the DIP Credit Agreement, the Existing Notes Collateral Agent has been authorized by the Secured Parties and the Existing Notes Trustees will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders to permit take all such Persons action provided to be Secured Parties under this Agreement taken by it as Collateral Agent hereunder and certain all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the other Security Documents and are being relied upon by Collateral), the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required DIP Lenders as consideration thereforor, in the absence of such instructions, in accordance with its discretion.