and Collateral Agent
may, without liability to any Pledgor or any other Person, take or refrain from
taking any such actions, as Collateral Agent in its sole discretion deems to be
in the interest of Collateral Agent.
SECTION 10.
Collateral Agent May Perform; No Assumption.
(A)
IF ANY PLEDGOR FAILS TO PERFORM ANY AGREEMENT CONTAINED HEREIN,
COLLATERAL AGENT MAY ITSELF PERFORM, OR CAUSE PERFORMANCE OF, SUCH AGREEMENT,
AND THE EXPENSES OF COLLATERAL AGENT INCURRED IN CONNECTION THEREWITH SHALL BE
PAYABLE BY SUCH PLEDGOR UNDER SECTION 15(B).
17
(B)
ANYTHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING,
(I) EACH PLEDGOR SHALL REMAIN LIABLE UNDER ANY AGREEMENTS INCLUDED IN OR RELATED
TO THE PLEDGED COLLATERAL, TO THE EXTENT SET FORTH THEREIN, TO PERFORM ALL OF
ITS DUTIES AND OBLIGATIONS THEREUNDER TO THE SAME EXTENT AS IF THIS AGREEMENT
HAD NOT BEEN EXECUTED, (II) THE EXERCISE BY COLLATERAL AGENT OF ANY OF ITS
RIGHTS HEREUNDER SHALL NOT RELEASE ANY PLEDGOR FROM ANY OF ITS DUTIES OR
OBLIGATIONS UNDER ANY SUCH AGREEMENTS, AND (III) COLLATERAL AGENT SHALL NOT HAVE
ANY OBLIGATION OR LIABILITY UNDER ANY SUCH AGREEMENTS BY REASON OF THIS
AGREEMENT, NOR SHALL COLLATERAL AGENT BE OBLIGATED TO PERFORM ANY OF THE
OBLIGATIONS OR DUTIES OF ANY PLEDGOR THEREUNDER OR TO TAKE ANY ACTION TO COLLECT
OR ENFORCE ANY CLAIM FOR PAYMENT ASSIGNED HEREUNDER.
SECTION 11.
Standard of Care.
(A)
THE POWERS CONFERRED ON COLLATERAL AGENT UNDER THIS AGREEMENT ARE
SOLELY TO PROTECT THE INTERESTS OF COLLATERAL AGENT IN THE PLEDGED COLLATERAL
AND SHALL NOT IMPOSE ANY DUTY UPON COLLATERAL AGENT TO EXERCISE ANY SUCH
POWERS.
EXCEPT FOR THE EXERCISE OF REASONABLE CARE IN THE CUSTODY OF ANY
PLEDGED COLLATERAL IN ITS POSSESSION AND THE ACCOUNTING FOR MONEYS ACTUALLY
RECEIVED BY IT HEREUNDER, COLLATERAL AGENT SHALL HAVE NO DUTY AS TO ANY PLEDGED
COLLATERAL, IT BEING UNDERSTOOD THAT COLLATERAL AGENT SHALL HAVE NO
RESPONSIBILITY FOR (A) ASCERTAINING OR TAKING ACTION WITH RESPECT TO CALLS,
CONVERSIONS, EXCHANGES, MATURITIES, TENDERS OR OTHER MATTERS RELATING TO ANY
PLEDGED COLLATERAL, WHETHER OR NOT COLLATERAL AGENT HAS OR IS DEEMED TO HAVE
KNOWLEDGE OF SUCH MATTERS, (B) TAKING ANY NECESSARY STEPS (OTHER THAN STEPS
TAKEN IN ACCORDANCE WITH THE STANDARD OF CARE SET FORTH ABOVE TO MAINTAIN
POSSESSION OF THE PLEDGED COLLATERAL) TO PRESERVE RIGHTS AGAINST ANY PRIOR
PARTIES OR ANY OTHER RIGHTS PERTAINING TO ANY PLEDGED COLLATERAL, (C) TAKING ANY
NECESSARY STEPS TO COLLECT OR REALIZE UPON THE SECURED OBLIGATIONS OR ANY
GUARANTEE THEREFOR, OR ANY PART THEREOF, OR ANY OF THE PLEDGED COLLATERAL, OR
(D) INITIATING ANY ACTION TO PROTECT THE PLEDGED COLLATERAL AGAINST THE
POSSIBILITY OF A DECLINE IN MARKET VALUE.
COLLATERAL AGENT SHALL BE DEEMED TO
HAVE EXERCISED REASONABLE CARE IN THE CUSTODY AND PRESERVATION OF PLEDGED
COLLATERAL IN ITS POSSESSION IF SUCH PLEDGED COLLATERAL IS ACCORDED TREATMENT
SUBSTANTIALLY EQUAL TO THAT WHICH COLLATERAL AGENT ACCORDS ITS OWN PROPERTY
CONSISTING OF NEGOTIABLE SECURITIES.
(B)
THE DUTIES AND OBLIGATIONS OF COLLATERAL AGENT SHALL BE DETERMINED
SOLELY BY THE EXPRESS PROVISIONS OF THIS AGREEMENT AND COLLATERAL