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sem a M ii a :MMM %W- D.a .i:C LAM: :.: cb GW.i:C LAM: 1/.:1 `1.M, Ail D - <br />or DIP Collateral, or has been noted as a secured party on any certificate of title for a titled good <br />constituting Prepetition Collateral or DIP Collateral, then such Prepetition Secured Party shall be <br />deemed to maintain such possession or notation or exercise such control as a gratuitous bailee <br />and/or gratuitous agent for perfection for the benefit of the DIP Collateral Agent and the DIP <br />Lenders and it shall comply with the instructions of the DIP Collateral Agent with respect to the <br />exercise of such control. The Prepetition Collateral Agent is not and shall not be deemed to be a <br />fiduciary of any kind for the DIP Agents, the DIP Lenders and the DIP Agents, on behalf of <br />themselves and the DIP Lenders, is hereby deemed to waive and release the Prepetition Agent <br />and the Prepetition Collateral Agent from all claims and liabilities arising pursuant to their role <br />under this paragraph 13(b) as gratuitous bailee and agent with respect to the Prepetition <br />Collateral or the DIP Collateral. <br />(c) Any proceeds of Prepetition Collateral received by any Prepetition <br />Secured Parry in connection with the exercise of any right or remedy relating to the Prepetition <br />Collateral or otherwise received by any Prepetition Secured Party shall be segregated and held in <br />trust for the benefit of and forthwith paid over to the DIP Collateral Agent for the benefit of the <br />applicable DIP Secured Parties in the same form as received, with any necessary endorsements, <br />or as a court of competent jurisdiction may otherwise direct. The DIP Collateral Agent is hereby <br />authorized to make any such endorsements as agent for any such Prepetition Secured Party. This <br />authorization is coupled with an interest and is irrevocable. <br />(d) The automatic stay provisions of section 362 of the Bankruptcy Code are <br />hereby vacated and modified to the extent necessary to permit the DIP Secured Parties to enforce <br />all of their rights under the applicable DIP Documents and take any or all of the following <br />35 <br />NY 78179867 <br />4844-7341-8439.2 <br />NY 78179867 <br />