Common use of Concerning the Collateral Agent Clause in Contracts

Concerning the Collateral Agent. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interest in the Pledged Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers (other than as directed by the Trustee or the Holders of a majority of the aggregate principal amount of the Notes in accordance with the Indenture). Except for the safe custody of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral (other than as directed by the Trustee or the Holders of a majority of the aggregate principal amount of the Notes in accordance with the Indenture), as to ascertaining or taking action with respect to any Pledged 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 Pledged Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which it accords its own property. (b) U.S. Bank National Association, is entering this Agreement not in its individual capacity, but solely in its capacity as Collateral Agent under the Indenture. In acting hereunder, the Collateral Agent shall be entitled to all of the rights, privileges and immunities of the Collateral Agent set forth in the Indenture, including without limitation in Article 8 of the Supplemental Indenture, as if such rights, privileges and immunities were expressly set forth herein.

Concerning the Collateral Agent. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interest in the Pledged Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers (other than as directed by the Trustee or the Holders Bank of a majority of the aggregate principal amount of the Notes in accordance with the Indenture). Except for the safe custody of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunderNew York Mellon Trust Company, the Collateral Agent shall have no duty as to any Pledged Collateral (other than as directed by the Trustee or the Holders of a majority of the aggregate principal amount of the Notes in accordance with the Indenture), as to ascertaining or taking action with respect to any Pledged 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 Pledged Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which it accords its own property. (b) U.S. Bank National Association, N.A. is entering into this Security Agreement not in its individual capacity, but solely in its capacity as Collateral Agent under the Indenture. In acting hereunder, the Collateral Agent shall be entitled to all of the rights, privileges privileges, protections, immunities and immunities of indemnities granted to the Collateral Agent set forth in under the Indenture, including without limitation in Article 8 of the Supplemental Indenture, Indenture as if such rights, privileges privileges, protections, immunities and immunities indemnities were expressly set forth herein. The Collateral Agent shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Security Agreement or for or in respect of the recitals contained herein, all of which recitals are made solely by the Grantors. The Collateral Agent, when making any determination or granting any approval under the terms of this Security Agreement shall be entitled to act upon the instructions of Holders of a majority of the aggregate outstanding amount of Notes and shall not be required to make any such determination or grant any such approval until it has received such instructions. In furtherance, and not in limitation, of the foregoing: (i) The Collateral Agent shall be entitled to conclusively rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it (who may be counsel to one or more Grantors). The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until the Collateral Agent has received written notice from a Secured Party, an Authorized Representative or the Issuer referring to the applicable Secured Agreement, describing such Default or Event of Default and stating that it is a “notice of default” or a “notice of event of default,” setting forth in reasonable detail the facts and circumstances thereof and stating that the Collateral Agent may conclusively rely on such notice without further inquiry. The Collateral Agent shall have no obligation or duty prior to or after receiving any such notice to inquire whether a Default or Event of Default has in fact occurred and shall be entitled to conclusively rely, and shall be fully protected in so relying, on any such notice furnished to it. (ii) The Collateral Agent shall not be liable or responsible to any party for any failure by a Grantor to maintain a perfected security interest in such Grantor’s property constituting Collateral. (iii) The parties hereto agree that the Collateral Agent shall have no obligation to request any action or document or exercise any discretion provided for hereunder. (iv) For the avoidance of doubt, the Collateral Agent shall act only within the United States, and shall not be subject to any foreign law, be required to act in any jurisdiction located outside the United States or be required to execute any foreign law governed document. (v) In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, epidemics or pandemics, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Collateral Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (vi) In no event shall the Collateral Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (vii) For the avoidance of doubt, notwithstanding any provision hereof, the Collateral Agent shall not be responsible for (1) perfecting, maintaining, monitoring, preserving or protecting the Security Interest or L▇▇▇▇ granted hereunder or under the Indenture, any other Security Documents or any agreement or instrument contemplated hereby or thereby, (2) the filing, refiling, recording, re-recording or continuing of any document, financing statement, mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times or (3) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect to the Collateral, the actions described in clauses (1) through (3) hereof being the sole responsibility of the Grantors. (viii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral Agent. The Collateral Agent shall not be responsible for the validity or sufficiency of the Collateral or this Security Agreement, or for the validity of the title of any Grantor to the Collateral, or for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Security Agreement or of any of the Security Documents or the Indenture by the Issuer or the Guarantors. (ix) The Collateral Agent shall not assume, be responsible for or otherwise be obligated for (and the Grantors, jointly and severally, hereby agree to indemnify the Collateral Agent for, and hold it harmless from), any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law or as a result of release or threatened release of hazardous material, as a result of this Security Agreement, the Indenture or any other Security Document.

Concerning the Collateral Agent. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interest in the Pledged Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers (other than as directed by the Trustee or the Holders of a majority of the aggregate principal amount of the Notes Controlling Party in accordance with the Indenture). Except for the safe custody of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral (other than as directed by the Trustee or the Holders of a majority of the aggregate principal amount of the Notes Controlling Party in accordance with the Indenture), as to ascertaining or taking action with respect to any Pledged 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 Pledged Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which it accords its own property. (b) U.S. Bank National Association, is entering this Agreement not in its individual capacity, but solely in its capacity as Collateral Agent under the Indenture. In acting hereunder, the Collateral Agent shall be entitled to all of the rights, privileges and immunities of the Collateral Agent set forth in the Indenture, including without limitation in Article 8 of the Supplemental IndentureArticles 7 and 17 thereof, as if such rights, privileges and immunities were expressly set forth herein. (c) The Collateral Agent shall have no duty or obligation to make any filings, recordings, re-filings or re-recordings to perfect or maintain the perfection of the Collateral Agent’s security interest in the Pledged Collateral.

Concerning the Collateral Agent. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interest in the Pledged Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers (other than as directed by the Trustee or the Holders of a majority of the aggregate principal amount of the Notes in accordance with the Indenture)powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral (other than as directed by the Trustee or the Holders of a majority of the aggregate principal amount of the Notes in accordance with the Indenture)Collateral, as to ascertaining or taking action with respect to any Pledged 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 Pledged Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which it accords its own propertyproperty of similar customers. (b) U.S. Bank National AssociationThe Pledgors acknowledge that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment, discretion or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them. Notwithstanding anything herein to the contrary, whenever this Agreement provides for any action by, determination to be made by or discretion to be exercised by the Collateral Agent, the Collateral Agent may act or refrain from acting in accordance with the direction of Required Holders (accompanied by, if requested, indemnity satisfactory to the Collateral Agent ) and in the absence of such direction and indemnity the Collateral Agent shall have no duty to act and no liability to any person for refraining from acting and, provided further, that any direction to the Collateral Agent referenced herein shall be understood to be a direction of the Required Holders or, if expressly required by the Indenture including, but not limited to, the limitations provided for in Section 12.02 of the Indenture, such group of Holders are set forth therein, and, in which case, which does not require the Collateral Agent to expend or risk its own funds or otherwise incur liability. (c) GLAS Trust Company, LLC, is entering this Agreement not in its individual or corporate capacity, but solely in its capacity as Collateral Agent under the Indenture. In acting hereunder, the Collateral Agent shall be entitled to all of the rights, privileges privileges, benefits, immunities and immunities indemnities of the Collateral Agent set forth in the Indenture, including without limitation those set forth in Article 8 of the Supplemental IndentureArticles 10 and 12 thereof, as if such rights, privileges privileges, immunities and immunities indemnities were expressly set forth herein. Notwithstanding anything contained herein to the contrary, unless directed in writing to do so by the Required Holders (or by the Trustee acting at the direction of the Required Holders), the Collateral Agent shall not have any duty to take any discretionary action (including, without limitation, deeming or making a determination that anything is satisfactory, approved, acceptable, selected or should be requested) or exercise any discretionary rights or powers. The Collateral Agent shall not have any liability for any delay in acting or failure to exercise any such discretionary action, right or power nor shall the Collateral Agent be obligated to act unless it has received indemnity and/or security satisfactory to it. (d) The Collateral Agent shall have no duty or obligation to prepare or make any filings, recordings, re-filings or re-recordings of any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise to perfect or maintain the perfection of the Collateral Agent’s security interest in the Pledged Collateral. (e) The Collateral Agent is authorized to enter into a customary intercreditor agreement (as attested by a duly authorized officer of the Issuer in a certificate delivered to the Collateral Agent ) in connection with any debt secured by a lien permitted under the Indenture.

Concerning the Collateral Agent. (a) The powers conferred on Trustee shall direct the Collateral Agent hereunder are solely from time to protect time. Notwithstanding the Secured Parties’ interest in the Pledged Collateral and shall not impose any duty upon foregoing, the Collateral Agent shall not be obligated to exercise take any action without the direction of the Holders and may, at the expense of the Issuers, request the direction of the Holders with respect to any such powers (other than actions and upon receipt of the written consent of the Holders of a majority in aggregate principal amount of the outstanding Securities along with indemnity or security satisfactory to the Collateral Agent, shall take such actions; provided that all actions so taken shall, at all times, be in conformity with the requirements of the Junior Priority Lien Intercreditor Agreement. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Indenture, the Holders acknowledge that the Collateral Agent shall 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 the Liens; or (iii) to take any other action whatsoever with regard to any or all of the Obligations, the Security Documents or the Holders Collateral. (b) Beyond the exercise of a majority of reasonable care in the aggregate principal amount of the Notes in accordance with the Indenture). Except for the safe custody of any Pledged Collateral actually in its possession and the accounting for moneys actually received by it hereunderpossession, the Collateral Agent shall will have no duty as to any Pledged Collateral (other than as directed by in its possession or control or in the Trustee possession or the Holders control of a majority of the aggregate principal amount of the Notes in accordance with the Indenture), as to ascertaining any agent or taking action with respect to bailee or any Pledged Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, income thereon or as to the taking preservation of any necessary steps to preserve rights against any prior parties or any other rights pertaining to thereto and neither the Collateral Agent nor the Trustee will be responsible for filing any Pledged 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 Liens on the Collateral. The Collateral Agent shall will be deemed to have exercised reasonable care in the custody and preservation of any Pledged the Collateral in its possession if such Pledged the Collateral is accorded treatment substantially equal to that which it accords its own propertyproperty held by it as a collateral agent or any similar arrangement, and the Collateral Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. (bc) U.S. Bank National AssociationNeither the Collateral Agent nor the Trustee will be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens on any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction that is entering this Agreement not subject to appeal, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Agent and Trustee hereby disclaim any representation or warranty to any party, including the present and future Holders concerning the perfection of the Liens granted hereunder or in the value of any of the Collateral. (d) The Collateral Agent shall not be required to acquire title to an asset for any reason and shall not be required to carry out any fiduciary or trust obligation for the benefit of another. The Collateral Agent is not a fiduciary and shall not be deemed to have assumed any fiduciary obligation. If the Collateral Agent in its individual capacitysole discretion believes that any obligation to take or omit to take any action may cause the Collateral Agent to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, but solely in its capacity or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Agent will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the IndentureCollateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment. (e) The Collateral Agent may resign or be replaced in accordance with the procedures set forth in Section 7.8, except that references to the Trustee in such section shall be deemed to be references to the Collateral Agent. In acting hereunderIf the Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Collateral Agent (f) The Collateral Agent shall be entitled to all of the rights, privileges and immunities of granted to the Collateral Agent set forth Trustee in the this Indenture, including without limitation in Article 8 of the Supplemental Indenture, as if such rights, privileges and immunities were expressly set forth hereinin Article VII hereof.

Concerning the Collateral Agent. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interest in the Pledged Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers (other than as directed by the Trustee Administrative Agent or the Holders of a majority of the aggregate principal amount of the Notes Controlling Agent in accordance with the IndentureCredit Agreement). Except for the safe custody of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral (other than as directed by the Trustee Administrative Agent or the Holders of a majority of the aggregate principal amount of the Notes Controlling Party in accordance with the IndentureCredit Agreement), as to ascertaining or taking action with respect to any Pledged 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 Pledged Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which it accords its own property. (b) U.S. Bank Wilmington Trust, National Association, Association is entering this Agreement not in its individual capacity, but solely in its capacity as Collateral Agent under the IndentureCredit Agreement. In acting hereunder, the Collateral Agent shall be entitled to all of the rights, privileges and immunities of the Collateral Agent set forth in the IndentureCredit Agreement, including without limitation in Article 8 of the Supplemental IndentureX thereof, as if such rights, privileges and immunities were expressly set forth herein. (c) The Collateral Agent shall have no duty or obligation to make any filings, recordings, re-filings or re-recordings to perfect or maintain the perfection of the Collateral Agent’s security interest in the Pledged Collateral.

Concerning the Collateral Agent. (a) The powers conferred on Collateral Agent is authorized to take all such action as is provided or permitted to be taken by it as Collateral Agent under the Collateral Documents and all other action reasonably incidental thereto. As to any matters not expressly provided for herein or in an Enforcement Notice or in written requests, directions or instructions given as expressly provided in Section 6, 7, 9, 12 or 15, including, without limitation, the timing and methods of realization upon the Collateral, the Collateral Agent hereunder are solely to protect shall act or refrain from acting in accordance with written instructions from the Secured Parties’ interest Required Lenders or, in the Pledged Collateral and shall not impose any duty upon absence of such instructions, in accordance with its discretion (subject to Section 16(c)); provided that the Collateral Agent shall not be obligated to exercise comply with any such powers (other than as directed by instructions that are inconsistent with the Trustee or the Holders of a majority provisions of the aggregate principal amount Collateral Documents. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of the Notes Security Interests in accordance with the Indenture). Except for the safe custody any Collateral, whether impaired by operation of law or by reason of any Pledged action or omission to act on its part under the Collateral in its possession and the accounting for moneys actually received by it hereunder, the Documents. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any Pledged of the terms of this Agreement, the Credit Agreement or any other agreement relating to the Secured Obligations. (c) The obligations of the Collateral (other than as Agent under the Collateral Documents are only those expressly set forth therein. In any case in which the Collateral Agent is authorized to exercise any power or discretion, the Collateral Agent may refrain from such exercise unless directed in writing by the Trustee Required Lenders to act in the manner specified in such direction. (d) The Collateral Agent may: (i) consult with legal counsel (who may be counsel for the Borrower or any Guarantor) and (ii) to the Holders of a majority of extent that the aggregate principal amount of Collateral Agent in good ▇▇▇▇▇ ▇▇▇▇▇ it appropriate in connection with its duties hereunder to do so, consult with independent public accountants and other experts selected by it in connection with any matter arising under the Notes Collateral Documents and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the Indenture)advice of such counsel, as to ascertaining accountants or taking experts. (e) Neither the Collateral Agent nor any of its directors, officers, agents, or employees shall be liable for any action with respect to any Pledged Collateral, whether taken or not taken by it in connection with any Secured Party has Collateral Document (i) in accordance with directions set forth in an Enforcement Notice or is deemed (ii) with the consent or at the request of the Required Lenders or (iii) in the absence of its own gross negligence or willful misconduct. However, nothing in this subsection (e) shall affect any rights any Lien Grantor may have (x) against the Lenders for requesting the Administrative Agent to give the directions set forth in an Enforcement Notice or (y) against the Required Lenders for giving any other consent, request, notice or instruction. Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be responsible for or have knowledge of such mattersany duty to ascertain, inquire into or as to verify (i) any statement, warranty or representation made in connection with any Collateral Document, (ii) the taking performance or observance of any necessary steps to preserve rights against of the covenants or agreements of any parties Lien Grantor or (iii) the validity, effectiveness or genuineness of any Collateral Document or any other rights pertaining to any Pledged Collateralinstrument or writing furnished in connection therewith. The Collateral Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be deemed a bank wire, telex, facsimile or similar writing) believed by it in good faith to have exercised reasonable care in be genuine or to be signed by the custody and preservation of any Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which it accords its own propertyproper party or parties. (bf) U.S. Bank National AssociationFor all purposes of the Collateral Documents, including without limitation determining from time to time the amounts of the Secured Obligations, whether a Secured Obligation is entering this Agreement not in its individual capacitya Contingent Secured Obligation or not, but solely in its capacity as or whether any notice, direction or instruction has been given by the Required Lenders or any other Secured Party or Secured Parties entitled to give the same under any provision of the Collateral Agent under the Indenture. In acting hereunderDocuments, the Collateral Agent shall be entitled to rely upon information from the following sources (and may refrain from acting on the basis of such information until one Business Day after it receives all such information required to enable it to take such action): (i) the Administrative Agent for information as to the Lender Parties and their respective Secured Obligations outstanding under the Credit Agreement (including whether any action has been taken or instruction given by the Required Lenders); (ii) any Secured Party for information as to itself and its Secured Obligations, to the extent that the Collateral Agent has not received such information from the Administrative Agent; and (iii) any Lien Grantor for information as to any Secured Party and its Secured Obligations, to the extent that the Collateral Agent has not received such information from the sources referred to in clauses (i) and (ii) above. (g) The Collateral Agent shall have no liability to any Lien Grantor or any Secured Party for actions taken in reliance on such information, except to the extent that such liability arises from the Collateral Agent's gross negligence or willful misconduct. (i) The Collateral Agent may resign at any time (effective upon acceptance by a successor Collateral Agent of its appointment hereunder) by giving written notice thereof to the Administrative Agent, each of the rightsSecured Parties Requesting Notice and the Borrower. Upon any such resignation, privileges the Required Lenders shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Lenders, and immunities shall have accepted such appointment, within 30 days after the retiring Collateral Agent gives notice of resignation, the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, which shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $100,000,000. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation hereunder as Collateral Agent, the provisions of this Section and Sections 13 and 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent. (ii) Without prejudice to its rights under paragraph (i), ▇▇▇▇▇▇ may resign as Collateral Agent at any time and may appoint any other subsidiary of ▇.▇. ▇▇▇▇▇▇ Chase & Co. to such role by giving written notice thereof to each of the Secured Parties Requesting Notice and the Borrower. Upon such appointment, such subsidiary shall thereupon succeed to and become vested with all the rights and duties of the Collateral Agent set forth and ▇▇▇▇▇▇ shall be discharged from its duties and obligations in such capacity hereunder. After ▇▇▇▇▇▇ resigns as Collateral Agent under this paragraph (ii), the provisions of this Section and Sections 13 and 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. (i) Within two Business Days after it receives or sends any notice referred to in this subsection (i), the Collateral Agent shall send to the Administrative Agent and each of the Secured Parties Requesting Notice, copies of any Enforcement Notice received by the Collateral Agent, any notice withdrawing an Enforcement Notice received by the Collateral Agent pursuant to Section 21, any certificate designating additional obligations as Secured Obligations received by the Collateral Agent pursuant to Section 22 and any other notice given by the Collateral Agent to any Lien Grantor, or received by it from any Lien Grantor, pursuant to Section 11, 12, 15 or 18. The Collateral Agent shall also send to the Lien Grantors copies of any Enforcement Notice or any notice withdrawing an Enforcement Notice received by the Collateral Agent. (j) The Collateral Agent may refuse to act on any notice, direction or instruction from the Administrative Agent, the Required Lenders, or any Secured Party, or any agent, trustee or similar representative thereof which, in the IndentureCollateral Agent's good faith opinion, including without limitation is contrary to law or the provisions of any Collateral Document, is unduly prejudicial to Secured Parties not joining in Article 8 of such notice, direction or instruction or may expose the Supplemental IndentureCollateral Agent to liability (unless the Collateral Agent shall have been adequately indemnified for such liability by the Secured Parties that gave, as if or instructed the Administrative Agent to give, such rightsnotice, privileges and immunities were expressly set forth hereindirection or instruction).

Concerning the Collateral Agent. (a) The powers conferred on Notwithstanding anything herein to the contrary, the Collateral Agent shall have the rights, protections and immunities given to it as Collateral Agent under the Indenture, and such are incorporated by reference herein, mutatis mutandis. Notwithstanding anything herein to the contrary, the rights, powers, discretions and benefits afforded the Collateral Agent hereunder are solely to protect the Secured Parties’ Collateral Agent’s interest in the Pledged Collateral (on behalf of the Secured Parties), and shall not impose any duty duties upon the Collateral Agent to exercise any such powers (other than as directed by rights, powers, discretions or benefits. Notwithstanding any grant of discretion to the Trustee or the Holders of a majority of the aggregate principal amount of the Notes in accordance with the Indenture). Except for the safe custody of any Pledged Collateral in its possession and the accounting for moneys actually received by it Agent hereunder, the Collateral Agent shall have no duty as act or refrain from acting pursuant to any Pledged Collateral (other than as directed by direction from the Trustee or the Holders of a majority of the aggregate principal amount of the Notes Holders, delivered in accordance with the terms of the Indenture). Notwithstanding anything herein to the contrary, as neither the Collateral Agent nor the Trustee shall have any obligation to ascertaining enter any control or taking similar agreement and shall have the right to decline signing such an agreement if the Collateral Agent determines in good faith that such action would expose the Collateral Agent or the Trustee to liability or if doing so is not consistent with respect to any Pledged Collateralthe rights, whether or not any Secured Party has or is deemed to have knowledge privileges, protections and immunities of such mattersthe Trustee set forth in the Indenture, or as to of the taking of any necessary steps to preserve rights against any parties Collateral Agent set forth in the Indenture or any other rights pertaining to any Pledged Collateralthis Security Agreement. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to Parties hereto acknowledge that which it accords its own property. (b) U.S. Bank National Association, Association is entering this Agreement not in its individual capacity, but solely in its capacity as Collateral Agent under the Indenture. In acting hereunderIndenture and shall not be liable hereunder in its individual or corporate capacity, the Collateral Agent shall except as may be entitled attributable to all of the rights, privileges and immunities of the Collateral Agent set forth in the Indenture, including without limitation in Article 8 of the Supplemental Indentureits own gross negligence or willful misconduct, as if such rights, privileges and immunities were expressly set forth hereinfinally determined by a court of competent jurisdiction.

Concerning the Collateral Agent. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interest in the Pledged Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers (other than as directed by the Trustee or the Holders of a majority of the aggregate principal amount of the Notes in accordance with the Indenture). Except for the safe custody of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral (other than as directed by the Trustee or the Holders of a majority of the aggregate principal amount of the Notes in accordance with the Indenture), as to ascertaining or taking action with respect to any Pledged 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 Pledged Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which it accords its own property. (b) U.S. Bank National Association, is entering this Agreement not in its individual capacity, but solely in its capacity as Collateral Agent under the Indenture. In acting hereunder, the Collateral Agent shall be entitled to all of the rights, privileges and immunities of the Collateral Agent set forth in the Indenture, including without limitation in Article 8 of the Supplemental Indenture, as if such rights, privileges and immunities were expressly set forth herein. (c) The Collateral Agent shall have no duty or obligation to make any filings, recordings, re-filings or re-recordings to perfect or maintain the perfection of the Collateral Agent’s security interest in the Pledged Collateral.

Concerning the Collateral Agent. (a) The powers conferred on Collateral Agent is authorized to take all such action as is provided or permitted to be taken by it as Collateral Agent under the Collateral Documents and all other action reasonably incidental thereto. As to any matters not expressly provided for herein or in an Enforcement Notice or in written requests, directions or instructions given as expressly provided in Section 6, 7, 9, 12 or 15, including, without limitation, the timing and methods of realization upon the Collateral, the Collateral Agent hereunder are solely to protect shall act or refrain from acting in accordance with written instructions from the Secured Parties’ interest Required Lenders or, in the Pledged Collateral and shall not impose any duty upon absence of such instructions, in accordance with its discretion (subject to Section 16(c)); provided that the Collateral Agent shall not be obligated to exercise comply with any such powers (other than as directed by instructions that are inconsistent with the Trustee or the Holders of a majority provisions of the aggregate principal amount Collateral Documents. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of the Notes Security Interests in accordance with the Indenture). Except for the safe custody any Collateral, whether impaired by operation of law or by reason of any Pledged action or omission to act on its part under the Collateral in its possession and the accounting for moneys actually received by it hereunder, the Documents. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any Pledged of the terms of this Agreement, the Credit Agreement or any other agreement relating to the Secured Obligations. (c) The obligations of the Collateral (other than as Agent under the Collateral Documents are only those expressly set forth therein. In any case in which the Collateral Agent is authorized to exercise any power or discretion, the Collateral Agent may refrain from such exercise unless directed in writing by the Trustee or Required Lenders to act in the Holders of a majority manner specified in such direction. Without limiting the generality of the aggregate principal amount of foregoing, the Notes in accordance with the Indenture), as Collateral Agent shall not be required to ascertaining or taking take any action with respect to any Pledged CollateralEnforcement Notice, whether except as expressly provided in Sections 12 and 15. (d) The Collateral Agent may: (i) consult with legal counsel (who may be counsel for any Vencor Company) and (ii) to the extent that the Collateral Agent in good ▇▇▇▇▇ ▇▇▇▇▇ it appropriate in connection with its duties hereunder to do so, consult with independent public accountants and other experts selected by it in connection with any matter arising under the Collateral Documents and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. (e) Neither the Collateral Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with any Secured Party has Collateral Document (1) in accordance with directions set forth in an Enforcement Notice or is deemed (2) with the consent or at the request of the Required Lenders or (4) in the absence of its own gross negligence or willful misconduct. However, nothing in this subsection (e) shall affect any rights any Lien Grantor may have (x) against the Required Lenders for requesting the Administrative Agent to give the directions set forth in an Enforcement Notice or (y) against the Required Lenders for giving any other consent, request, notice or instruction. Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be responsible for or have knowledge of such mattersany duty to ascertain, inquire into or as to verify (i) any statement, warranty or representation made in connection with any Collateral Document, (ii) the taking performance or observance of any necessary steps to preserve rights against of the covenants or agreements of any parties Lien Grantor or (iii) the validity, effectiveness or genuineness of any Collateral Document or any other rights pertaining to any Pledged Collateralinstrument or writing furnished in connection therewith. The Collateral Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be deemed a bank wire, telex, facsimile or similar writing) believed by it to have exercised reasonable care in be genuine or to be signed by the custody and preservation of any Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which it accords its own propertyproper party or parties. (bf) U.S. Bank National AssociationFor all purposes of the Collateral Documents, including without limitation determining from time to time the amounts of the Secured Obligations, whether a Secured Obligation is entering this Agreement not in its individual capacitya Contingent Secured Obligation or not, but solely in its capacity as or whether any notice, direction or instruction has been given by the Required Lenders or any other Secured Party or Secured Parties entitled to give the same under any provision of the Collateral Agent under the Indenture. In acting hereunderDocuments, the Collateral Agent shall be entitled to rely upon information from the following sources (and may refrain from acting on the basis of such information until two Business Days after it receives all of such information required to enable it to take such action): (i) the rightsAdministrative Agent for information as to the Lender Parties and their respective Secured Obligations outstanding under the Credit Agreement (including whether any action has been taken or instruction given by the Required Lenders); (ii) any Secured Party for information as to itself and its Secured Obligations, privileges and immunities of to the extent that the Collateral Agent set forth has not received such information from the Administrative Agent; and (iii) any Lien Grantor for information as to any Secured Party and its Secured Obligations, to the extent that the Collateral Agent has not received such information from the sources referred to in clauses (i) and (ii) above. (g) The Collateral Agent shall have no liability to any Lien Grantor or any Secured Party for actions taken in reliance on such information, except to the extent that such liability arises from the Collateral Agent's gross negligence or willful misconduct. (h) The Collateral Agent may resign at any time (effective upon acceptance by a successor Collateral Agent of its appointment hereunder) by giving written notice thereof to the Administrative Agent, each of the Secured Parties Requesting Notice and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent gives notice of resignation, the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, which shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $100,000,000. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation hereunder as Collateral Agent, the provisions of this Section and Sections 13 and 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent. (i) Within two Business Days after it receives or sends any notice referred to in this subsection (i), the Collateral Agent shall send to the Administrative Agent and each of the Secured Parties Requesting Notice, copies of any Enforcement Notice received by the Collateral Agent, any notice withdrawing an Enforcement Notice received by the Collateral Agent pursuant to Section 21 and any other notice given by the Collateral Agent to any Lien Grantor, or received by it from any Lien Grantor, pursuant to Section 11, 12, 15 or 18. The Collateral Agent shall also send to the Lien Grantors copies of any Enforcement Notice or any notice withdrawing an Enforcement Notice received by the Collateral Agent. (j) The Collateral Agent may refuse to act on any notice, direction or instruction from the Administrative Agent, the Required Lenders or any Secured Party, or any agent, trustee or similar representative thereof which, in the IndentureCollateral Agent's opinion, including without limitation is contrary to law or the provisions of any Collateral Document, is unduly prejudicial to Secured Parties not joining in Article 8 of such notice, direction or instruction or may expose the Supplemental IndentureCollateral Agent to liability (unless the Collateral Agent shall have been adequately indemnified for such liability by the Secured Parties that gave, as if or instructed the Administrative Agent to give, such rightsnotice, privileges and immunities were expressly set forth hereindirection or instruction).