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

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party will have no duty as to any Collateral in its possession or control or in the possession or control of any bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any bailee selected by Secured Party in good faith or by reason of any act or omission by Secured Party pursuant to instructions from Debtor, except to the extent that such liability arises from Secured Party’s gross negligence or willful misconduct. (b) To the extent that applicable Law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (i) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Obligors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (iv) to exercise collection remedies against Obligors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, including, without limitation, any warranties of title, (xi) to purchase insurance of credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral, or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this section. Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any right to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this section. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party the Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the Agent in good faith or by reason of any act or omission by Secured Party the Agent pursuant to instructions from Debtorform the Agent, except to the extent that such liability arises from Secured Partythe Agent’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances Liens on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as such Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of credit enhancements to insure Secured Party the Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Agent a guaranteed return from the collection or disposition of Collateral, or (xii1) to the extent deemed appropriate by Secured Partythe Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Agent in the collection or disposition of any of the Collateral. Each Debtor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would not be commercially unreasonable in Secured Partythe Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to a Debtor or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured neither the Lender Agent nor any other Lender Party will have no any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Lender Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the Lender Agent in good faith or by reason of any act or omission by Secured Party the Lender Agent pursuant to instructions from Debtorthe Lender Agent, except to the extent that such liability arises from Secured Partythe Lender Agent’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the Lender Agent to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable reasonable for Secured Party the Lender Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of or credit enhancements to insure Secured Party the Lender Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Lender Agent a guaranteed return from the collection or disposition of Collateral, Collateral or (xiil) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Lender Agent in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Lender Agent would not be commercially unreasonable in Secured Partythe Lender Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Lender Agent shall not be deemed commercially unreasonable solely on account of not being indicated specifically referred to in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to Debtor a Grantor or to impose any duties on Secured Party the Lender Agent that would not have been granted or imposed by this Agreement or by applicable law Requirements of Law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, the Secured Party will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Secured Party will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Secured Party in good faith or by reason of any act or omission by the Secured Party or pursuant to instructions from Debtorthe Secured Party, except to the extent that such liability arises from the Secured Party’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (ia) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third third-party consents for access to Collateral to be disposed of, or to obtain obtain, or, if not required by other Lawlaw, to fail to obtain obtain, governmental or third third-party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as the Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, including any warranties of title, (xik) to purchase insurance of or credit enhancements to insure the Secured Party against risks of loss, collection or disposition of Collateral, or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, Collateral or (xiil) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this section. Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any right to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this section. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.​

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party the Collateral Trustee will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Collateral Trustee will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the Collateral Trustee in good faith or by reason of any act or omission by Secured Party pursuant to instructions from Debtorthe Collateral Trustee, except to the extent that such liability arises from Secured Party’s the Collateral Trustee's gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the Collateral Trustee to exercise remedies in a commercially reasonable manner, each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Trustee: (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Trustee to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances Liens on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as such Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of or credit enhancements to insure Secured Party the Collateral Trustee against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Collateral Trustee a guaranteed return from the collection or disposition of Collateral, or (xiil) to the extent deemed appropriate by Secured Partythe Collateral Trustee, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Trustee in the collection or disposition of any of the Collateral. Each Debtor acknowledges that the purpose of this section Section 10 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Trustee would not be commercially unreasonable in Secured Party’s the Collateral Trustee's exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Collateral Trustee shall not be deemed commercially unreasonable solely on account of not being indicated in this sectionSection 10. Without limitation upon the foregoing, nothing contained in this section Section 10 shall be construed to grant any right to any Debtor or to impose any duties on Secured Party the Collateral Trustee that would not have been granted or imposed by this Agreement or by applicable law in the absence of this sectionSection 10. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Secured Party nor any other Secured Party will have no any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Secured Party will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Secured Party in good faith or by reason of any act or omission by the Secured Party pursuant to instructions from Debtorthe Secured Party, except to the extent that such liability arises from the Secured Party’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable reasonable for the Secured Party (ia) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of or credit enhancements to insure the Secured Party against risks of loss, collection or disposition of Collateral, or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, Collateral or (xiil) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by the Secured Party would not be commercially unreasonable in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated specifically referred to in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to Debtor a Grantor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law Requirements of Law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party will have no duty as to any Collateral in its possession or control or in the possession or control of any bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any bailee selected by Secured Party in good faith or by reason of any act or omission by Secured Party pursuant to instructions from Debtor, except to the extent that such liability arises from Secured Party’s gross negligence or willful misconduct. (b) To the extent that applicable Law law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (i) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (iv) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, including, without limitation, any warranties of title, (xi) to purchase insurance of credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral, or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this section. Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any right to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this section. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation Obligations when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of the Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured neither the Second Priority Collateral Agent nor any other Notes Party will have no any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Second Priority Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the Second Priority Collateral Agent in good faith or by reason of any act or omission by Secured Party the Second Priority Collateral Agent pursuant to instructions from Debtorthe Second Priority Collateral Agent, except to the extent that such liability arises from Secured Partythe Second Priority Collateral Agent’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the Second Priority Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable reasonable for Secured Party the Second Priority Collateral Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Trustee to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of or credit enhancements to insure Secured Party the Second Priority Collateral Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Second Priority Collateral Agent a guaranteed return from the collection or disposition of Collateral, Collateral or (xiil) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Second Priority Collateral Agent in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Second Priority Collateral Agent would not be commercially unreasonable in Secured Partythe Second Priority Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Second Priority Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated specifically referred to in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to Debtor a Grantor or to impose any duties on Secured Party the Second Priority Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law Requirements of Law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party the Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party will The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if it takes such action for that purpose as any applicable Debtor requests in writing, but failure of the Agent to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure of the Agent to preserve or control if protect any right with respect to such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateralagainst prior parties, or for to do any diminution act with respect to the preservation of such Collateral not so requested by any Debtor, shall be deemed of itself a failure to exercise reasonable care in the value thereof, by reason custody or preservation of any act or omission of any bailee selected by Secured Party in good faith or by reason of any act or omission by Secured Party pursuant to instructions from Debtor, except to the extent that such liability arises from Secured Party’s gross negligence or willful misconduct. (b) Collateral. To the extent that applicable Law law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors account debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Debtors, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, merchantability or fitness for a particular purpose, (xik) to purchase insurance of or credit enhancements to insure Secured Party the Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Agent a guaranteed return from the collection or disposition of Collateral, Collateral or (xiil) to the extent deemed appropriate by Secured Partythe Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Agent in the collection or disposition of any of the Collateral. Each Debtor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would not be commercially unreasonable in Secured Party’s the Agent's exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Agent shall not be deemed commercially unreasonable solely on account of not being indicated specifically referred to in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to a Debtor or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured neither the First Priority Collateral Agent nor any other Lender Party will have no any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The First Priority Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the First Priority Collateral Agent in good faith or by reason of any act or omission by Secured Party the First Priority Collateral Agent pursuant to instructions from Debtorthe First Priority Collateral Agent, except to the extent that such liability arises from Secured Partythe First Priority Collateral Agent’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the First Priority Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable reasonable for Secured Party the First Priority Collateral Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of or credit enhancements to insure Secured Party the First Priority Collateral Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the First Priority Collateral Agent a guaranteed return from the collection or disposition of Collateral, Collateral or (xiil) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the First Priority Collateral Agent in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the First Priority Collateral Agent would not be commercially unreasonable in Secured Partythe First Priority Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the First Priority Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated specifically referred to in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to Debtor a Grantor or to impose any duties on Secured Party the First Priority Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law Requirements of Law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party Subordinated Creditor will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party Subordinated Creditor will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party Subordinated Creditor in good faith or by reason of any act or omission by Secured Party Subordinated Creditor pursuant to instructions from Debtorform Subordinated Creditor, except to the extent that such liability arises from Secured Party’s Subordinated Creditor's gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party Subordinated Creditor to exercise remedies in a commercially reasonable manner, Debtor the Company acknowledges and agrees that it is not commercially unreasonable for Secured Party Subordinated Creditor (ia) to fail to incur expenses reasonably deemed significant by Secured Party Subordinated Creditor to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtor or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtor and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Company, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of credit enhancements to insure Secured Party Subordinated Creditor against risks of loss, collection or disposition of Collateral, or to provide to Secured Party Subordinated Creditor a guaranteed return from the collection or disposition of Collateral, or (xiil) to the extent deemed appropriate by Secured PartySubordinated Creditor, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party Subordinated Creditor in the collection or disposition of any of the Collateral. Debtor The Company acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party Subordinated Creditor would not be commercially unreasonable in Secured Party’s Subordinated Creditor's exercise of remedies against the Collateral and that other actions or omissions by Secured Party Subordinated Creditor shall not be deemed commercially unreasonable solely on account of not being indicated in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to Debtor the Company or to impose any duties on Secured Party Subordinated Creditor that would not have been granted or imposed by this Agreement or by applicable law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party the Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or ​ ​ bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any bailee selected by Secured Party in good faith or by reason of any act or omission by Secured Party pursuant to instructions from Debtor, except to the extent that such liability arises from Secured Party’s gross negligence or willful misconduct. (b) To the extent that applicable Law law imposes duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor the Issuer and each Guarantor acknowledges and agrees that it is not commercially unreasonable reasonable for Secured Party the Collateral Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-work in process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors or other Persons obligated on Collateral or to remove liens Liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors and any other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Issuer or any Guarantor, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Collateral, Collateral or (xiil) to the extent deemed reasonable and appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Collateral. Debtor The Issuer and each Guarantor acknowledges that the purpose of this section Section 18 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would not be commercially unreasonable reasonable in Secured Partythe Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated specifically referred to in this sectionSection 18. Without limitation upon the foregoing, nothing contained in this section Section 18 shall be construed to grant any right rights to Debtor the Issuer or any Guarantor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this sectionSection 18. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party the Hedge Counterparty will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Hedge Counterparty will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the Hedge Counterparty in good faith or by reason of any act or omission by Secured Party the Hedge Counterparty pursuant to instructions from Debtorthe Hedge Counterparty, except to the extent that such liability arises from Secured Partythe Hedge Counterparty’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the Hedge Counterparty to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable reasonable for Secured Party the Hedge Counterparty (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Hedge Counterparty to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of or credit enhancements to insure Secured Party the Hedge Counterparty against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Hedge Counterparty a guaranteed return from the collection or disposition of Collateral, Collateral or (xii1) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Hedge Counterparty in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Hedge Counterparty would not be commercially unreasonable in Secured Partythe Hedge Counterparty’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Hedge Counterparty shall not be deemed commercially unreasonable solely on account of not being indicated specifically referred to in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to Debtor a Grantor or to impose any duties on Secured Party the Hedge Counterparty that would not have been granted or imposed by this Agreement or by applicable law Requirements of Law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party the Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the Agent in good faith or by reason of any act or omission by Secured Party the Agent pursuant to instructions from Debtorform the Agent, except to the extent that such liability arises from Secured Party’s the Agent's gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, Debtor Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Obligors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivb) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (vc) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vid) to contact other Persons, whether or not in the same business as DebtorGrantor, for expressions of interest in acquiring all or any portion of the Collateral, (viie) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiif) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixg) to dispose of assets in wholesale rather than retail markets, (xh) to disclaim disposition warranties, including, without limitation, any warranties of title, (xii) to purchase insurance of credit enhancements to insure Secured Party the Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Agent a guaranteed return from the collection or disposition of Collateral, or (xiij) to the extent deemed appropriate by Secured Partythe Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Agent in the collection or disposition of any of the Collateral. Debtor Grantor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would not be commercially unreasonable in Secured Party’s the Agent's exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to Debtor Grantor or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party the Hedge Counterparty will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Hedge Counterparty will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the Hedge Counterparty in good faith or by reason of any act or omission by Secured Party the Hedge Counterparty pursuant to instructions from Debtorthe Hedge Counterparty, except to the extent that such liability arises from Secured Partythe Hedge Counterparty’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the Hedge Counterparty to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable reasonable for Secured Party the Hedge Counterparty (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Hedge Counterparty to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction 5263374 08048307 of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xi) to purchase insurance of credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral, or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this section. Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any right to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this section. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.,

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party will have no duty as to any Collateral in its possession or control or in the possession or control of any bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any bailee selected by Secured Party in good faith or by reason of any act or omission by Secured Party pursuant to instructions from DebtorGrantor, except to the extent that such liability arises from Secured Party’s gross negligence or willful misconduct. (b) To the extent that applicable Law law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party (i) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens Liens or encumbrances on or any adverse claims against Collateral, (iv) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as DebtorGrantor, for expressions of interest in acquiring all or any portion of the Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, including, without limitation, any warranties of title, (xi) to purchase insurance of credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral, or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor Grantor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this section. Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any right to Debtor Grantor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this section. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation Obligations when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of DebtorGrantor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify DebtorGrantor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Omnibus Agent nor any other Secured Party will have no any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Omnibus Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the Omnibus Agent in good faith or by reason of any act or omission by Secured Party the Omnibus Agent pursuant to instructions from Debtorthe Omnibus Agent, except to the extent that such liability arises from Secured Partythe Omnibus Agent’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the Omnibus Agent to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable reasonable for Secured Party the Omnibus Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Omnibus Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of or credit enhancements to insure Secured Party the Omnibus Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Omnibus Agent a guaranteed return from the collection or disposition of Collateral, Collateral or (xiil) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Omnibus Agent in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Omnibus Agent would not be commercially unreasonable in Secured Partythe Omnibus Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Omnibus Agent shall not be deemed commercially unreasonable solely on account of not being indicated specifically referred to in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to Debtor a Grantor or to impose any duties on Secured Party the Omnibus Agent that would not have been granted or imposed by this Agreement or by applicable law Requirements of Law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured neither the First Priority Collateral Agent nor any other Lender Party will have no any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The First Priority Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own propertysimilar property held for third parties, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the First Priority Collateral Agent and the Lender Agent in good faith or by reason of any act or omission by Secured Party the First Priority Collateral Agent pursuant to instructions from Debtorthe Lender Agent, except to the extent that such liability arises from Secured Partythe First Priority Collateral Agent’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the First Priority Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable reasonable for Secured Party the First Priority Collateral Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Lender Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a 5256336.18 08048307 specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xi) to purchase insurance of credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral, or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this section. Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any right to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this section. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.,

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party the Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any bailee selected by Secured Party in good faith or by reason of any act or omission by Secured Party pursuant to instructions from Debtor, except to the extent that such liability arises from Secured Party’s gross negligence or willful misconduct. (b) To the extent that applicable Law law imposes duties on Secured Party the Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor the Issuer and each Guarantor acknowledges and agrees that it is not commercially unreasonable reasonable for Secured Party the Collateral Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-work in process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors or other Persons obligated on Collateral or to remove liens Liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors and any other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Issuer or any Guarantor, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of or credit enhancements to insure Secured Party the Collateral Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Collateral Agent a guaranteed return from the collection or disposition of Collateral, Collateral or (xiil) to the extent deemed reasonable and appropriate by Secured Partythe Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Agent in the collection or disposition of any of the Collateral. Debtor The Issuer and each Guarantor acknowledges that the purpose of this section Section 18 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Agent would not be commercially unreasonable reasonable in Secured Partythe Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated specifically referred to in this sectionSection 18. Without limitation upon the foregoing, nothing contained in this section Section 18 shall be construed to grant any right rights to Debtor the Company or any Guarantor or to impose any duties on Secured Party the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this sectionSection 18. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Secured Party nor any other Secured Party will have no any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Secured Party will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Secured Party in good faith or by reason of any act or omission by the Secured Party pursuant to instructions from Debtorthe Secured Party, except to the extent that such liability arises from the Secured Party’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable reasonable for the Secured Party (ia) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xi) to purchase insurance of credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral, or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this section. Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any right to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this section. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.,

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party the Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party will The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if it takes such action for that purpose as any applicable Debtor requests in writing, but failure of the Agent to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure of the Agent to preserve or control if protect any right with respect to such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateralagainst prior parties, or for to do any diminution act with respect to the preservation of such Collateral not so requested by any Debtor, shall be deemed of itself a failure to exercise reasonable care in the value thereof, by reason custody or preservation of any act or omission of any bailee selected by Secured Party in good faith or by reason of any act or omission by Secured Party pursuant to instructions from Debtor, except to the extent that such liability arises from Secured Party’s gross negligence or willful misconduct. (b) Collateral. To the extent that applicable Law law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors account debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Debtors, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, merchantability or fitness for a particular purpose, (xik) to purchase insurance of or credit enhancements to insure Secured Party the Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Agent a guaranteed return from the collection or disposition of Collateral, Collateral or (xiil) to the extent deemed appropriate by Secured Partythe Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Agent in the collection or disposition of any of the Collateral. Each Debtor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would not be commercially unreasonable in Secured Partythe Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Agent shall not be deemed commercially unreasonable solely on account of not being indicated specifically referred to in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to a Debtor or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party will have no duty as to any Collateral in its possession or control or in the possession or control of any bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any bailee selected by Secured Party in good faith or by reason of any act or omission by Secured Party pursuant to instructions from Debtor, except to the extent that such liability arises from Secured Party’s gross negligence or willful misconduct. (b) To the extent that applicable Law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (i) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (iv) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, including, without limitation, any warranties of title, (xi) to purchase insurance of credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral, or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this section. Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any right to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law Law in the absence of this section. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party the Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the Agent in good faith or by reason of any act or omission by Secured Party the Agent pursuant to instructions from Debtorform the Agent, except to the extent that such liability arises from Secured Party’s the Agent's gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as such Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of credit enhancements to insure Secured Party the Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Agent a guaranteed return from the collection or disposition of Collateral, or (xiil) to the extent deemed appropriate by Secured Partythe Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Agent in the collection or disposition of any of the Collateral. Each Debtor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would not be commercially unreasonable in Secured Party’s the Agent's exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to a Debtor or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party the Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the Agent in good faith or by reason of any act or omission by Secured Party the Agent pursuant to instructions from any Debtor, except to the extent that such liability arises from Secured Party’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Debtors, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of titletitle if not in violation of applicable law, (xik) to purchase insurance of or credit enhancements to insure Secured Party the Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Agent a guaranteed return from the collection or disposition of Collateral, Collateral or (xiil) to the extent deemed appropriate by Secured Partythe Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Agent in the collection or disposition of any of the Collateral. Each Debtor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would not be commercially unreasonable in Secured Partythe Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Agent shall not be deemed commercially unreasonable solely on account of not being indicated specifically referred to in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to a Debtor or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of ------------------------------------------- reasonable care in the custody and preservation thereof, Secured Party the Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party will The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if it takes such action for that purpose as any applicable Debtor requests in writing, but failure of the Agent to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure of the Agent to preserve or control if protect any right with respect to such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateralagainst prior parties, or for to do any diminution act with respect to the preservation of such Collateral not so requested by any Debtor, shall be deemed of itself a failure to exercise reasonable care in the value thereof, by reason custody or preservation of any act or omission of any bailee selected by Secured Party in good faith or by reason of any act or omission by Secured Party pursuant to instructions from Debtor, except to the extent that such liability arises from Secured Party’s gross negligence or willful misconduct. (b) Collateral. To the extent that applicable Law law imposes duties on Secured Party the Agent to exercise remedies in a commercially reasonable manner, each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors account debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Debtors, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, merchantability or fitness for a particular purpose, (xik) to purchase insurance of or credit enhancements to insure Secured Party the Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Agent a guaranteed return from the collection or disposition of Collateral, Collateral or (xiil) to the extent deemed appropriate by Secured Partythe Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Agent in the collection or disposition of any of the Collateral. Each Debtor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Agent would not be commercially unreasonable in Secured Party’s the Agent's exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Agent shall not be deemed commercially unreasonable solely on account of not being indicated specifically referred to in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to a Debtor or to impose any duties on Secured Party the Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party the Collateral Trustee will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Collateral Trustee will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the Collateral Trustee in good faith or by reason of any act or omission by Secured Party pursuant to instructions from Debtorthe Collateral Trustee, except to the extent that such liability arises from Secured Partythe Collateral Trustee’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the Collateral Trustee to exercise remedies in a commercially reasonable manner, each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Collateral Trustee: (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Collateral Trustee to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances Liens on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as such Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of or credit enhancements to insure Secured Party the Collateral Trustee against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Collateral Trustee a guaranteed return from the collection or disposition of Collateral, or (xiil) to the extent deemed appropriate by Secured Partythe Collateral Trustee, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Collateral Trustee in the collection or disposition of any of the Collateral. Each Debtor acknowledges that the purpose of this section Section 10 is to provide non-exhaustive indications of what actions or omissions by Secured Party the Collateral Trustee would not be commercially unreasonable in Secured Partythe Collateral Trustee’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Collateral Trustee shall not be deemed commercially unreasonable solely on account of not being indicated in this sectionSection 10. Without limitation upon the foregoing, nothing contained in this section Section 10 shall be construed to grant any right to any Debtor or to impose any duties on Secured Party the Collateral Trustee that would not have been granted or imposed by this Agreement or by applicable law in the absence of this sectionSection 10. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, neither the Third Priority Collateral Agent nor any other Secured Party will have no any duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Third Priority Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the Third Priority Collateral Agent in good faith or by reason of any act or omission by Secured Party the Third Priority Collateral Agent pursuant to instructions from Debtorthe Third Priority Collateral Agent, except to the extent that such liability arises from Secured Partythe Third Priority Collateral Agent’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the Third Priority Collateral Agent to exercise remedies in a commercially reasonable manner, Debtor each Grantor acknowledges and agrees that it is not commercially unreasonable reasonable for Secured Party the Third Priority Collateral Agent (ia) to fail to incur expenses reasonably deemed significant by the Required Secured Party Parties or to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as Debtorthe Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of or credit enhancements to insure Secured Party the Third Priority Collateral Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Third Priority Collateral Agent a guaranteed return from the collection or disposition of Collateral, Collateral or (xiil) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Third Priority Collateral Agent in the collection or disposition of any of the Collateral. Debtor Each Grantor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Third Priority Collateral Agent would not be commercially unreasonable in Secured Partythe Third Priority Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Third Priority Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated specifically referred to in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to Debtor a Grantor or to impose any duties on Secured Party the Third Priority Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law Requirements of Law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party the Bank will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Bank will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the Bank in good faith or by reason of any act or omission by Secured Party pursuant to instructions from Debtorthe Bank, except to the extent that such liability arises from Secured Partythe Bank’s gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the Bank to exercise remedies in a commercially reasonable manner, each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Bank: (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances Liens on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as such Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of or credit enhancements to insure Secured Party the Bank against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Bank a guaranteed return from the collection or disposition of Collateral, or (xiil) to the extent deemed appropriate by Secured Partythe Bank, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Bank in the collection or disposition of any of the Collateral. Each Debtor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Bank would not be commercially unreasonable in Secured Partythe Bank’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Bank shall not be deemed commercially unreasonable solely on account of not being indicated in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to a Debtor or to impose any duties on Secured Party the Bank that would not have been granted or imposed by this Agreement or by applicable law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

Limitation on Duty in Respect of Collateral. (a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party the Administrative Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. Secured Party The Administrative Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by Secured Party the Administrative Agent in good faith or by reason of any act or omission by Secured Party the Administrative Agent pursuant to instructions from Debtorthe Administrative Agent, except to the extent that such liability arises from Secured Party’s the Administrative Agent's gross negligence or willful misconduct. (b) . To the extent that applicable Law law imposes duties on Secured Party the Administrative Agent to exercise remedies in a commercially reasonable manner, each Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party the Administrative Agent (ia) to fail to incur expenses reasonably deemed significant by Secured Party the Administrative Agent to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition, (iib) to fail to obtain third third-party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Lawlaw, to fail to obtain governmental or third third-party consents for the collection or disposition of Collateral to be collected or disposed of, (iiic) to fail to exercise collection remedies against Obligors Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (ivd) to exercise collection remedies against Obligors Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (ve) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vif) to contact other Persons, whether or not in the same business as such Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (viig) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viiih) to dispose of Collateral by utilizing internet Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ixi) to dispose of assets in wholesale rather than retail markets, (xj) to disclaim disposition warranties, including, without limitation, any warranties of title, (xik) to purchase insurance of credit enhancements to insure Secured Party the Administrative Agent against risks of loss, collection or disposition of Collateral, or to provide to Secured Party the Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (xiil) to the extent deemed appropriate by Secured Partythe Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party the Administrative Agent in the collection or disposition of any of the Collateral. Each Debtor acknowledges that the purpose of this section Section is to provide non-exhaustive indications of what actions or omissions by Secured Party the Administrative Agent would not be commercially unreasonable in Secured Party’s the Administrative Agent's exercise of remedies against the Collateral and that other actions or omissions by Secured Party the Administrative Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this sectionSection. Without limitation upon the foregoing, nothing contained in this section Section shall be construed to grant any right to a Debtor or to impose any duties on Secured Party the Administrative Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this sectionSection. (c) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligation when due, and is given as security only. Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral. Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral. This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.