Common use of Collateral Agent Clause in Contracts

Collateral Agent. The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.

Collateral Agent. (a) The Trustee Issuer hereby appoints Wilmington Trust, National Association, to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents Agreements and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture and the Collateral Documents, and Wilmington Trust, National Association agrees to act as such. The provisions of this Section 13.03 are solely for the benefit of the Collateral Agent and neither the Trustee nor any of the Holders shall have any rights as a third party beneficiary of any of the provisions contained herein. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture, the Security Documents Intercreditor Agreement and the Intercreditor AgreementCollateral Documents, together with such powers as are reasonably incidental theretoand the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of Indenture or the Collateral Agent shall be ministerial and administrative in natureDocuments, and the Collateral Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth hereinin this Indenture, the Collateral Documents to which it is party and in the Security Intercreditor Agreements. The Collateral Agent shall not be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable order). The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Trustee), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (b) Subject to the provisions of the Intercreditor Agreements and the Collateral Documents, the Trustee and the Collateral Agent are authorized and empowered to receive for the benefit of the Holders any funds collected or distributed under the Collateral Documents and Intercreditor Agreements to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to Holders according to the Intercreditor Agreement provisions of this Indenture. (c) Each Holder and other Secured Party hereby agrees that (A) it will be bound by and will take no actions contrary to the provisions of any such intercreditor agreement or as requested by other agreements or documents, (B) agrees that the Majority Holders Liens on the Collateral securing the Obligations shall be subject in all respects to the provisions thereof and (subject to this Section 11.05), nor shall C) agrees that the Trustee and the Collateral Agent have are authorized to take or be deemed to have refrain from taking any trust or fiduciary relationship actions in accordance with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence terms of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral AgentAgreement. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference and subject to the Collateral Agent is Documents, the Collateral Agent: (i) shall not intended be subject to connote any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing; (ii) shall not have any duty to take any discretionary action or expressexercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Collateral Documents or Intercreditor Agreement that the Collateral Agent is required to exercise; (iii) obligations arising under agency doctrine shall not, except as expressly set forth in the Collateral Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Issuer or any of its Affiliates that is communicated to or obtained by the person serving as the Collateral Agent or any of its Affiliates in any capacity; (iv) shall not be liable for any action taken or not taken by it (A) with the consent or at the request of the Trustee, (B) in the absence of its own gross negligence or willful misconduct or (C) in reliance on a certificate of an authorized officer of the Issuer stating that such action is permitted by the terms of the Intercreditor Agreement or any other Collateral Document. The Collateral Agent shall be deemed not to have actual knowledge of any Event of Default unless and until written notice describing such Event of Default is given by the Trustee or the Issuer and received by a Responsible Officer of the Collateral Agent; (v) shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with any Collateral Document, (B) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth therein or the occurrence of any Event of Default, (D) the validity, enforceability, effectiveness or genuineness of any Collateral Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (E) the value or the sufficiency of any Collateral, or (F) the satisfaction of any condition set forth in any Collateral Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent; and (vi) shall not be responsible or liable for creating, preserving, perfecting or validating the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the Collateral Documents or any lien and/or any filing, or recording or otherwise creating, perfecting, continuing or maintaining any lien or the perfection thereof. By accepting the Securities, each Holder will be deemed to have irrevocably agreed to the foregoing provisions of the prior paragraph and shall be bound by those agreements to the fullest extent permitted by law. (d) Subject to the provisions of the applicable law. InsteadCollateral Document, such term is used merely as a matter each Holder, by its acceptance of market customthe Securities, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, agrees that the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents execute and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause deliver the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and all agreements, power of attorney, documents and instruments incidental thereto, and act in accordance with the Intercreditor Agreementterms thereof. The Collateral Agent shall hold (directly or through any agent) and is directed by each Holder to so hold, (ii) bind the Trustee and shall be entitled to enforce on behalf of the Holders on the terms as set forth in such Security Documents and Collateral for their benefit, subject to the provisions of the Intercreditor Agreement and Agreement. Holders may not, individually or collectively, take any direct action to enforce any rights in their favor under the Collateral Documents. The Holders may only act by written instruction to the Trustee, subject to the terms hereof, which shall instruct the Collateral Agent. (iiie) perform and observe its obligations and exercise its rights and powers under If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such Security Documents, including entering into amendments and other modifications permitted proceeds or payments received by the Trustee from the Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Intercreditor Agreement or Collateral Agent in excess of the Security Documents. Each Holderamount required to be paid to the Trustee pursuant to Article 5, the Trustee shall promptly turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent such proceeds to be applied by its acceptance of a Security, is deemed to have consented and agreed the Collateral Agent pursuant to the terms of each Security Document this Indenture and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders . (subject to this Section 11.05). f) The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or assure that the Collateral exists or is owned by any of the Collateral Grantors Issuer or Guarantor or is cared for, protected protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral GrantorIssuer’s or any Guarantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. . (g) Notwithstanding anything to the contrary in this Indenture or any Collateral Document, neither the Collateral Agent nor the Trustee shall be responsible for, and neither makes any representation regarding, the validity, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created thereby. (h) The grant benefits, protections and indemnities of permissive rights or powers the Trustee hereunder, as applicable of this Indenture shall apply mutatis mutandis to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable including, without limitation, the rights to reimbursement and indemnification. (i) The Collateral Agent is authorized and empowered to appoint one or responsible for the failure of the Company more co-Collateral Agents as it deems necessary or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due appropriate. (j) Subject to the insufficiency of Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which suits and proceedings as it may have insured deem expedient to protect or enforce the Company Liens securing the Second Lien Obligations or any the Collateral Grantor, the Trustee, Documents to which the Collateral Agent or Trustee is a party or to prevent any other Person. The provisions impairment of Article 7, mutatis mutandis, shall apply to Collateral by any acts that may be unlawful or in violation of the Collateral Agent. Without limiting Documents or the generality of such preceding sentence, and notwithstanding anything Intercreditor Agreements to which the contrary contained in Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Intercreditor Agreement Trustee or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result deem expedient to preserve or protect its interests and the interests of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount the Collateral, including power to institute and in a form all satisfactory maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the Collateral Agent in its sole discretioninterests of Holders, protecting the Trustee or the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientAgent.

Collateral Agent. The Trustee (a) Each Secured Party irrevocably designates, appoints and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral authorizes ▇▇▇▇▇▇▇▇▇▇ to act as Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents▇▇▇▇▇▇▇▇▇, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise with such powers and perform such duties as are expressly specifically delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such other powers as are reasonably incidental theretothereto and Agent ▇▇▇▇▇▇ accepts such appointment. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in natureobligated, and has the Collateral Agent shall not have right hereunder, to make demands, to give notices, to exercise or refrain from exercising any duties rights, and to take or responsibilities, except those expressly set forth herein, in refrain from taking any action (including the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement release or as requested by the Majority Holders (subject to this Section 11.05substitution of Collateral), nor shall solely at the Collateral Agent have or be deemed to have any trust or fiduciary relationship with direction of the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral AgentRequired Secured Parties. Without limiting the generality In furtherance of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms provisions of this IndentureSection 9(a), the Intercreditor Agreement or the Security Documents. Each Holdereach Secured Party, by its acceptance of a Securitythe benefits hereof, is deemed agrees that it has no right individually to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by realize upon any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documentshereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by Agent for the benefit of the Secured Parties in respect accordance with the terms of this Section 9. (b) Agent shall not be responsible to the Secured Parties for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. (c) Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, or email) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by Agent in good faith. As to any matters not expressly provided for by this Agreement, Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or thereunder in accordance with instructions given by the Required Secured Parties and any action taken or failure to act pursuant thereto shall be binding on all Secured Parties. (d) The Secured Parties agree to indemnify Agent (to the extent not reimbursed by the Grantor hereunder and without limiting any obligations of the Grantor hereunder) ratably, in accordance with their pro rata share, for any and all claims of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Agent arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other documents contemplated by or referred to herein or the transactions contemplated hereby (including the costs and expenses that Agent is obligated to pay hereunder) or the enforcement of any of the terms hereof or of any such other documents; provided, that, no Secured Party shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Agent as determined by a final non-appealable judgment of a court of competent jurisdiction. The foregoing indemnity shall survive the payment of the Secured Obligations and the termination or non-renewal of this Agreement; provided, further, that no Secured Party (nor any of its respective subsidiaries or affiliates) shall be liable for any indirect, special, punitive or consequential (including lost profits) damages. (e) The powers conferred on Agent hereunder are solely to protect Agent’s interest (for the benefit of the Secured Parties) in the Collateral and shall not impose any duty upon it to exercise any such powers without the direction of the Required Secured Parties. Except for the exercise of good faith and of reasonable care in the accounting for monies actually received by Agent (on behalf of and for the benefit of the Secured Parties and Agent) hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Agent shall have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property. Neither Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Grantor or otherwise. If the Grantor fails to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement, and the expenses of Agent incurred in connection therewith shall be payable by the Grantor under Section 12. (f) The Secured Parties hereby irrevocably authorize Agent, with the consent of the Required Secured Parties, to submit a bid at a public or private sale in connection with the purchase of all or any portion of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to in which any of the foregoing. The grant Secured Obligations may be used and applied as a credit on account of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office purchase price (a “credit bid”) and purchase at any time such sale (either directly or be responsible through one or more entities established for perfection such purpose) all or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each any portion of the Collateral Agent on behalf of and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure benefit of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible Secured Parties (but not as agent for any loss due to the insufficiency of such insurance individual Secured Party or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such propertySecured Parties, unless the Collateral Agent has received security Secured Parties shall otherwise unanimously agree in writing). Each Secured Party agrees that it will not exercise any right that it might otherwise have to credit bid at any sales of all or indemnity from the Holders in an amount and in a form all satisfactory to any portion of the Collateral Agent in its sole discretionconducted under the provisions of the UCC, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders Bankruptcy Code, foreclosure sales or other similar dispositions of Collateral, unless such Secured Party offers each other Secured Party a bona fide opportunity to be sufficientparticipate in such foreclosure sale or other similar dispositions of Collateral on a ratable basis and on the same terms as such Secured Party proposing such transaction.

Collateral Agent. (a) The Trustee Collateral Agent agrees that it will hold the security interests in the Collateral created under the Collateral Documents to which it is a party as contemplated by this Indenture, and each any and all proceeds thereof, for the benefit of, the Secured Parties, without limiting the Collateral Agent’s rights, including under this Section 8.02, to act in preservation of the Holders security interest in the Collateral. The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate; provided, however, that no Collateral Agent hereunder shall be personally liable by acceptance reason of any act or omission of any other Collateral Agent hereunder. (b) Neither the Securities hereby authorize Trustee nor the appointment Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness, or sufficiency of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and for the creation, perfection, priority, sufficiency or protection of any Lien, including without limitation not being responsible for payment of any Taxes, charges or assessments upon the Collateral or otherwise as to the maintenance of the Collateral, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for making any filings or recordings to enter into perfect or maintain the Security Documents perfection of the Collateral Agent’s Lien in the Collateral, including without limitation, the filing of any UCC financing statements, continuation statements, Mortgages or any filings with respect to the U.S. Patent and Trademark Office or U.S. Copyright Office. (c) The Collateral Agent will be subject to such directions as may be given to it by the Intercreditor Agreement Trustee from time to time (as required or permitted by this Indenture). Except as directed by the Trustee or any representatives of the Trustee as required or permitted by this Indenture, and only if indemnified to its satisfaction, the Collateral Agent will not be obligated: (i) to act upon direction purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien created under the Collateral Documents; or (iii) to take such any other action on their behalf whatsoever with regard to any or all of the Liens, Collateral Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the Liens or Collateral Documents. (e) In acting as Collateral Agent hereunder and under the provisions Collateral Documents, the Collateral Agent shall be entitled to conclusively rely upon and enforce each and all of the Security rights, privileges, immunities, indemnities and benefits of the Trustee under Article 6 of the Base Indenture; provided that in that context any references in such Article 6 of the Base Indenture to “Trustee” shall be references to “Collateral Agent” and references to “negligence” shall be references to “gross negligence”. Without limiting the immediately preceding sentence, the Collateral Agent shall be entitled to compensation, reimbursement and indemnity in the same manner as the Trustee as provided in Section 6.06 of the Base Indenture. (f) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral Documents and to exercise such powers and perform such duties as are expressly delegated delivered to the Collateral Agent by and copies of all documents delivered to the terms of this Indenture, Collateral Agent pursuant to the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Collateral Documents. (g) Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents Indenture and the Intercreditor AgreementCollateral Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein and in the Security Documents Collateral Documents, to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05)party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Defaultother party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents Indenture and the Intercreditor Agreement Collateral Documents, or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this the Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to . (ih) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at Issuer referring to the address specified in Section 13.01Indenture, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to describing such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders and stating that such notice is a “notice of default.” (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any i) No provision of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein Document shall require the Collateral Agent to file financing statements expend or continuation statements, risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to record take or omit to take any documents action hereunder or instruments in thereunder or take any public office action at any time the request or be responsible for perfection direction of Holders or maintaining the perfection of the security interests purported Trustee unless it shall have received indemnity satisfactory to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent against potential costs and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or liabilities incurred by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Personrelating thereto. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding Notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement Indenture or the Security Collateral Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages any Mortgage or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liabilityof any hazardous substances. The Collateral Agent shall at any time be entitled to cease taking any action described above in this clause (i) if it no longer reasonably deems any indemnity, security or undertaking from the Company Issuer or the Holders to be sufficient. (j) The parties hereto and the Holders hereby agree and acknowledge that neither the Collateral Agent nor the Trustee shall assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of the Indenture, the Collateral Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under the Indenture and the Collateral Documents, the Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Collateral and that any such actions taken by the Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral. In the event that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause it to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause it to incur liability under CERCLA or any other federal, state or local law, the Collateral Agent and reserves the right, instead of taking such action, to either resign or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Neither the Collateral Agent nor the Trustee shall be liable to any person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment.

Collateral Agent. The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express1) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation all the rights and makes no representation whatsoever protections provided in the First Lien Security Documents. (2) Subject to Section 6.01, neither the Trustee or nor the Collateral Agent nor any of the Holders as to their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the Collateral legality, enforceability, effectiveness or the sufficiency of any the Security Documents, for the obtaining or that maintaining insurance on any Collateral, for the Collateral is owned by creation, perfection, priority, sufficiency or protection of any of the Collateral Grantors or is cared for, protected or insured or has been encumberedFirst Priority Lien, or that the Collateral Agent’s Liens have been properly any defect or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled deficiency as to any particular prioritysuch matters. Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any Collateral in its possession or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all control or in the possession or control of any particular manner agent or under bailee or any duty income thereon or as to preservation of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture rights against prior parties or any other Security Documents, it being understood rights pertaining thereto and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file responsible for filing any financing or continuation statements or continuation statements, to record recording any documents or instruments in any public office at any time or be responsible for perfection times or otherwise perfecting or maintaining the perfection of any security interest in the security interests purported to be created by the Security Documents and such responsibility Collateral. The Trustee shall be solely that of deemed to have exercised reasonable care in the Company. Each custody of the Collateral Agent and the Trustee, each in its capacity as such, possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the failure value of the Company or any Collateral Grantor to maintain insurance on of the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure act or omission of any insurer to pay carrier, forwarding agency or other agent or bailee selected by the full amount of any loss against which it may have insured Trustee in good faith. (3) Subject to the Company or any Collateral GrantorFirst Lien Security Documents, (i) the Trustee, Trustee shall direct the Collateral Agent and (ii) except as directed by the Trustee as required or permitted by this Indenture and any other Person. The provisions of Article 7, mutatis mutandis, shall apply representatives or pursuant to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, the Holders acknowledge that Collateral Agent will not be obligated: a. to act upon directions purported to be delivered to it by any other Person; b. to foreclose upon or otherwise enforce any First Priority Lien; or c. to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (4) The Holders of Securities agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Security, by accepting such Security, consents to the terms of and authorizes and directs the Trustees (in each of their capacities) and the event Collateral Agent to enter into and perform the Security Documents in each of their capacities thereunder. (5) If the Issuer directs the Trustees to deliver to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement in favor of a designated agent or representative for the Holders of the First Priority Lien Obligations so incurred, the Holders acknowledge that the Collateral Agent is entitled or required hereby authorized and directed to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateralenter into such intercreditor agreement, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from bind the Holders in an amount on the terms set forth therein and in a form all satisfactory to the Collateral Agent in perform and observe its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientobligations thereunder.

Collateral Agent. The Trustee and each (a) Each Purchaser hereby appoints AIR OP to act on behalf of the Holders by acceptance of Purchasers as collateral agent (in such capacity, together with its successors and assigns, the Securities hereby authorize the appointment of the “Collateral Agent as the Trustee’s and the Holders’ Collateral Agent Agent”) under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Pledge Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this IndentureAgreement and the Pledge Agreement, and AIR OP agrees to act as such. In taking any action pursuant to the provisions of the Pledge Agreement, and in exercising any rights or remedies set forth therein, the Security Documents Collateral Agent shall act at the direction of the Required Holders, and any such actions taken at the Intercreditor Agreement, together with such powers as are reasonably incidental theretodirection of the Required Holders shall be binding upon all Purchasers. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents Agreement and the Intercreditor Pledge Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein and in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05)Pledge Agreement, nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of DefaultPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents Agreement and the Intercreditor Pledge Agreement or otherwise exist against the Collateral Agent. Without limiting . (b) Subject to the generality provisions of the foregoing sentencePledge Agreement, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, each Purchaser agrees that the Collateral Agent shall have no discretion under this Indenture, execute and deliver the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Pledge Agreement and (iii) perform all agreements, powers of attorney, documents and observe its obligations instruments incidental thereto, and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time act in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders terms. (subject to this Section 11.05). c) The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as Purchasers to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or assure that the Collateral exists or is owned by any of the Collateral Grantors Company or is cared for, protected protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral GrantorCompany’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture Agreement or any other Security Documentsthe Pledge Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder Purchasers as to any of the foregoing. . (d) The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office may resign at any time or by notice to each Purchaser and the Company, such resignation to be responsible for perfection or maintaining effective upon the perfection acceptance by each Purchaser of a successor agent to its appointment as Collateral Agent. If no successor collateral agent is appointed prior to the intended effective date of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each resignation of the Collateral Agent and (as stated in the Trustee, each in its capacity as such, shall not be liable or responsible for the failure notice of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trusteeresignation), the Collateral Agent or any other Person. The provisions of Article 7may appoint, mutatis mutandisafter consulting with each Purchaser, shall apply subject to the Collateral Agent. Without limiting the generality consent of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.the

Collateral Agent. The Trustee and each of the Holders by acceptance of the Securities (i) Corporation Service Company (“CSC”) is hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ appointed Collateral Agent under the Security Documents, and the Trustee Document and each of Buyer hereby authorizes CSC, in such capacity, to act as its agent in accordance with the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions terms of the Security Documents Document and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms this Agreement. The provisions of this Indenture, Section 4(d) are solely for the benefit of the Buyers and the Company and its Affiliates shall not have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties under the Security Documents Document and the Intercreditor this Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall act solely as an agent of Buyers and does not assume and shall not be ministerial and administrative in naturedeemed to have assumed any obligation towards or relationship of agency or trust with the Company or any of its Affiliates. The Collateral Agent shall be obligated, and shall have the powers and rights, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Security Document. If any provision, duty, obligation or right under the Security Document is in conflict with any provision, duty, obligation or right under this Agreement then this Agreement shall control. The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein and in the Security Documents to which Document and such powers as are incidental thereto. (ii) Each Buyer irrevocably authorizes the Collateral Agent is a party to take such action on such Buyer’s behalf and the Intercreditor Agreement to exercise such powers, rights and remedies hereunder as are specifically delegated or as requested by the Majority Holders (subject granted to this Section 11.05), nor shall the Collateral Agent by the terms of this Agreement and the Security Document, together with such powers, rights and remedies as are reasonably incidental thereto. The Collateral Agent shall have only those duties and responsibilities that are expressly specified herein and therein. The Collateral Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding any other provisions hereof or of any provision of the Security Document, the Collateral Agent shall not have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company Buyers or any Collateral Grantor, either before other person or after the occurrence of an Event of Defaultentity, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, Agreement or the Security Documents and the Intercreditor Agreement Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture Agreement or the Security Document with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead. (iii) The Collateral Agent may act in reliance upon any writing or instrument or signature which it, such term is used merely as a matter of market customin good faith, believes to be genuine, and is intended may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument and may assume that any person or entity purporting to create give any writing, notice, advice or reflect only an administrative relationship between independent contracting partiesinstruction in connection with the provisions hereof has been duly authorized to do so. For The Collateral Agent may consult with counsel and shall be entitled to act, and shall be fully protected in any action taken in good faith, in accordance with advice given by counsel. The Collateral Agent shall not be liable to the avoidance Company or any of doubtits Affiliates, or the Buyers for any recitals or warranties herein or in the Security Document, nor for the effectiveness, enforceability, validity or due execution of the Security Document or any other agreement, document or instrument, nor to make any inquiry respecting the performance by any party of their respective obligations thereunder. Any such inquiry which may be made by the Collateral Agent shall not obligate it to make any further inquiry or to take any action. (iv) The Collateral Agent shall not be required to take any action which, in the Collateral Agent’s sole and absolute judgment, could involve it in expense or liability unless furnished with security and indemnity which it deems, in its sole and absolute discretion, to be satisfactory. In the event the Collateral Agent receives conflicting instructions hereunder or under any of the Security Document, the Collateral Agent shall have no discretion be fully protected in refraining from acting until such conflict is resolved to the satisfaction of the Collateral Agent. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable, except for the Collateral Agent’s bad faith, negligence or willful misconduct as finally determined by a court of competent jurisdiction for any action taken or omitted under or in connection with this IndentureAgreement, the Intercreditor Agreement Security Document or any other instrument or document in connection herewith or therewith. (v) The Collateral Agent may resign or be removed by the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction Buyers (by a vote of the Holders holders of a majority in aggregate principal amount of the then outstanding Notes or principal of the Trustee, Notes) as applicableCollateral Agent hereunder at any time upon at least thirty (30) days’ prior notice. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause If the Collateral Agent to enter into at any time shall resign, the Buyers shall (by a vote of the holders of a majority of the outstanding principal of the Notes), within ten (10) days after such notice appoint a successor Collateral Agent which shall thereupon become the Collateral Agent hereunder and perform its obligations under the Security Documents and the Intercreditor AgreementDocument. The If no successor Collateral Agent is authorized shall have been so appointed, and directed shall have accepted such appointment, within the above time frame the retiring Collateral Agent may appoint a successor. Upon the acceptance of any appointment as Collateral Agent hereunder by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the a successor Collateral Agent, such successor Collateral Agent shall be entitled to (i) enter into receive from the Security Documents retiring Collateral Agent such documents of transfer and assignment as such successor Collateral Agent may reasonably request, and shall thereupon succeed to which it is a party and become vested with all rights, powers, privileges and duties of the retiring Collateral Agent, and the Intercreditor retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement. After the effective date of any retiring Collateral Agent’s resignation hereunder as collateral agent, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms provisions of this Indenture, the Intercreditor Agreement section shall inure to its benefit as to any actions taken or the Security Documents. Each Holder, omitted to be taken by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor it while it was Collateral Agent under this Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. . (vi) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, default unless the Collateral Agent shall have has received written a copy of a notice thereof from a Buyer referring to this Agreement and describing such default. In the Trustee or unless a written notice of any event which is in fact such a Default is received by that the Collateral Agent at receives such a notice, the address specified in Section 13.01, Collateral Agent shall promptly give notice thereof to the other Buyers and such notice references to the Securities and this IndentureCompany. The Collateral Agent shall be permitted to take such action with respect to such Default or Event any default as provided in this Agreement and the Security Document. (vii) Each Buyer, by its acceptance of Default as may be requested by the Trustee in accordance with Article 6 or benefits hereof and of the Majority Holders (subject to this Section 11.05). The Collateral Agent Security Document, agrees that it shall have no obligation and makes no representation whatsoever right individually to the Trustee or realize upon any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security DocumentsCollateral, it being understood and agreed by each Buyer that in respect of the Collateral, or any act, omission, or event related thereto, all rights and remedies may be exercised solely by the Collateral Agent for the benefit of the Buyer in accordance with the provisions of this Agreement and the Security Document in the Collateral Agent’s sole and absolute discretion. (viii) Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to its creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings including, without limitation, all amounts received by the Collateral Agent on behalf of the Buyers, or received by the Buyers, shall have no be paid by the in accordance with its outstanding secured Obligations (as defined in the Security Document) to each of the Buyers in accordance with clause (xii) below. Any and all amounts referred to in this clause (viii)or any other duty amounts or liability whatsoever to the Trustee or any Holder as to proceeds of collateral received by any of the foregoing. The grant Buyers shall be held in trust for the benefit of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection all of the security interests purported to Buyers, shall be created immediately delivered by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory applicable Buyers to the Collateral Agent in the amount and form received, and shall be apportioned, paid over or delivered among the Buyers in accordance with clause (xi) of this Agreement. (ix) Except as provided by law, the security interests in the Collateral shall be for the ratable benefit of the Buyers, shall rank equally in priority, none being senior or subordinate to any other. No Buyer shall contest the validity, perfection, priority or enforceability of the lien of any other Buyer in the Collateral. Each Buyer, by its sole discretionacceptance of the benefits hereof, protecting agrees that it shall have no right individually to realize upon any of the Collateral under this Agreement, the Security Document, pursuant to applicable law, or otherwise, it being understood and agreed by each Buyer that all rights and remedies under this Agreement, the Security Document, pursuant to applicable law, or otherwise, may be exercised solely by the Collateral Agent from for the benefit of Buyers in accordance with the provisions of this Agreement and the Security Document. (x) Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (each such payment, distribution and/or amount is hereafter referred to as a “Collateral Proceeds Amount”), shall be disbursed in accordance with clause (xi) below. (xi) Any and all such liability. The Collateral Proceeds Amount and any other amounts or proceeds of Collateral received by any of the Buyers shall be held in trust for the benefit of all of the Buyers, shall be immediately delivered by the applicable Buyer to the Collateral Agent in the amount and form received, and, subject to the rights to any of the Collateral Proceeds Amount or such other amounts or proceeds of Collateral of the holders of the other security interests in the Collateral referred to in clause (x) above, shall at be apportioned, paid over or delivered as follows: first, to the Collateral Agent for the payment or reimbursement of any time be entitled expenses and fees of, or any other amount payable to, the Collateral Agent hereunder or under the Security Document, and next, among the Buyers on a pro rata basis to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from each in accordance with the Company or Company’s outstanding obligations to each of the Holders Buyers which are secured pursuant to be sufficientthis Agreement.

Collateral Agent. (A) The Trustee Collateral Agent agrees that it will hold the Collateral created under the Collateral Documents to which it is a party as contemplated by this Indenture, and each any and all proceeds thereof, for the benefit of, the Secured Parties, without limiting the Collateral Agent’s rights, including under this Section 12.02, to act, when directed by the Required Holders, in preservation of the Holders security interest in the Collateral. The Collateral Agent is authorized and empowered, when directed by acceptance the Required Holders, to appoint one or more co-Collateral Agents as may be necessary or appropriate; provided, however, that no Collateral Agent hereunder shall be personally liable by reason of any act or omission of any other Collateral Agent hereunder. (B) Neither the Securities hereby authorize Trustee nor the appointment Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness, or sufficiency of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and for the creation, perfection, continuation, priority, sufficiency or protection of any Lien, including without limitation not being responsible for payment of any taxes, charges or assessments upon the Collateral or otherwise as to the maintenance of the Collateral, or for any defect or deficiency as to any such matters, or to monitor the status of any Lien or performance of the Collateral, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for making any filings or recordings to enter into perfect or maintain the Security perfection of the Collateral Agent’s Lien in the Collateral, including without limitation, the filing of any UCC financing statements, continuation statements, or any filings with respect to the U.S. Patent and Trademark Office or U.S. Copyright Office. (C) The Collateral Agent will be subject to such directions as may be given to it by the Required Holders or the Trustee (as directed by the Required Holders) from time to time. Except as so directed , and only if indemnified to its satisfaction, the Collateral Agent will not be obligated: (i) to act upon direction purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien created under the Collateral Documents; or (iii) to take any other action whatsoever with regard to any or all of the Liens, Collateral Documents or Collateral. The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the Liens or Collateral Documents. (D) In acting as Collateral Agent hereunder and under the Collateral Documents, the Collateral Agent shall be afforded, and shall be entitled to enforce, each and all of the rights, privileges, protections, immunities, indemnities and benefits of the Trustee in this Indenture and the Intercreditor Agreement other Notes Documents, including, without limitation, under Article 10; provided that in that context any references in this Indenture to “Trustee” shall be references to “Collateral Agent”, references to “negligence” shall be references to “gross negligence” and Section 10.01(A) does not apply to take such action on their behalf under the provisions Collateral Agent. Without limiting the immediately preceding sentence, the Collateral Agent shall be entitled to compensation, reimbursement and indemnity in the same manner as the Trustee as provided in Section 10.06. (E) At all times when the Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of the Security all Collateral Documents and to exercise such powers and perform such duties as are expressly delegated delivered to the Collateral Agent by and copies of all documents delivered to the terms of this Indenture, Collateral Agent pursuant to the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Collateral Documents. (F) Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents Indenture and the Intercreditor AgreementCollateral Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein and in the Security Documents Collateral Documents, to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05)party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Defaultother party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents Indenture and the Intercreditor Agreement Collateral Documents, or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to . (iG) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of the Collateral Agent shall have received written notice from the Trustee Company referring to this Indenture, describing such Default or unless Event of Default and stating that such notice is a written “notice of any event which is in fact such a Default is received by default.” Subject to its rights hereunder, the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Holders or the Trustee (acting at the direction of the Required Holders) in accordance with Article 6 or the Majority Holders terms hereof. (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any H) No provision of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein Document shall require the Collateral Agent to file financing statements expend or continuation statements, risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to record take or omit to take any documents action hereunder or instruments in thereunder or take any public office action at any time the request or be responsible for perfection direction of Holders or maintaining the perfection of the security interests purported Trustee unless it shall have received indemnity satisfactory to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent against potential costs and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or liabilities incurred by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Personrelating thereto. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding Notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement Indenture or the Security Collateral Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liabilityof any hazardous substances. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient. (I) The parties hereto and the Holders hereby agree and acknowledge that neither the Collateral Agent nor the Trustee shall assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Indenture, the Collateral Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture and the Collateral Documents, the Collateral Agent and the Trustee may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent or the Trustee, as applicable, in the Collateral and that any such actions taken by the Collateral Agent or the Trustee shall not be construed as or otherwise constitute any participation in the management of such Collateral. In the event that the Collateral Agent or the Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in either the Collateral Agent’s or Trustee’s sole discretion may cause the Collateral Agent or Trustee, as applicable, to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause the Collateral Agent or Trustee, as applicable, to incur liability under CERCLA or any other federal, state or local law, the Collateral Agent and the Trustee reserves the right, instead of taking such action, to either resign or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Neither the Collateral Agent nor the Trustee shall be liable to any person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s or the Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time it is necessary or advisable for property to be possessed, owned, operated or managed by any person (including the Collateral Agent or the Trustee) other than the Company, the Required Holders shall direct the Collateral Agent or the Trustee to appoint an appropriately qualified Person (excluding the Collateral Agent or the Trustee) who they shall designate to possess, own, operate or manage, as the case may be, the property. (J) The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture or the Collateral Documents unless it shall be directed by the Trustee (acting at the direction of the Required Holders) or the Required Holders. If the Collateral Agent so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent and the Trustee shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the Collateral Documents in accordance with a request, direction, instruction, or consent of the Required Holders or, in the case of the Collateral Agent, at the request, direction, instruction, or consent of the Trustee (acting at the direction of the Required Holders). Such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. (K) Except as otherwise explicitly provided herein or in the Collateral Documents, the Collateral Agent, the Trustee nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (L) The Collateral Agent and the Trustee assumes no responsibility for any failure or delay in performance or any breach by the Company or any other grantor under this Indenture and the Collateral Documents. The Collateral Agent and the Trustee shall not have any obligation to any Holder or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any obligor of any terms of this Indenture or the Collateral Documents, or the satisfaction of any conditions precedent contained in this Indenture or any Collateral Documents. The Collateral Agent and the Trustee shall not be required to initiate or conduct any litigation or collection or other proceeding under this Indenture or the Collateral Documents. (M) Subject to the provisions of the applicable Collateral Documents and this Indenture, each Holder, by acceptance of the Notes, agrees that the Collateral Agent and the Trustee shall execute and deliver such intercreditor agreements as it may be presented from time to time and the Collateral Documents to which it is a party and all agreements, documents and instruments incidental thereto (including any releases permitted hereunder), and act in accordance with the terms thereof. For the avoidance of doubt, the Collateral Agent shall not be required to exercise discretion under this Indenture or the Collateral Documents and shall not be required to make or give any determination, consent, approval, request or direction without the Required Holders or the Trustee (acting at the direction of the Required Holders). (N) The Trustee, acting at the direction of the Required Holders, may direct the Collateral Agent in connection with any action required or permitted by this Indenture or the Collateral Documents. (O) Subject to the terms of this Indenture and the Collateral Documents, in each case that the Collateral Agent may or is required hereunder or under any other Notes Documents to take any action (an “Action”), including but not limited to making any determination, giving consents, exercising rights, powers, or remedies, releasing or selling Collateral, or otherwise acting hereunder or under any other Notes Documents, the Collateral Agents may seek direction from the Required Holders. The Collateral Agent shall not be liable with respect to any Action taken or omitted to be taken by it in accordance with such direction. Subject to the terms of the Collateral Documents, if the Collateral Agent shall request direction from the Required Holders with respect to any Action, the Collateral Agent shall be entitled to refrain from such Action unless and until such Collateral Agent shall have received such direction, and the Collateral Agent and Trustee shall not incur liability to any Person by reason of so refraining. (P) Beyond the exercise of reasonable care in the custody thereof, neither the Collateral Agent nor the Trustee shall have any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords property of similar customers and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith.

Collateral Agent. The Collateral Trustee and each has been appointed to act as Collateral Trustee hereunder by the Holders of the Holders Notes. The Collateral Trustee shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Indenture. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the Securities hereby authorize the appointment benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral Agent as the Trustee’s hereunder, it being understood and the Holders’ Collateral Agent under the Security Documents, agreed by such Secured Party that all rights and the Trustee and each of the Holders remedies hereunder may be exercised solely by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into Trustee for the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions benefit of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by Secured Parties in accordance with the terms of this IndentureSection. The provisions of the Indenture relating to the Collateral Trustee or the Trustee, if applicable, including, without limitation, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision provisions relating to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties resignation or removal of the Collateral Agent shall be ministerial and administrative in nature, Trustee and the Collateral Agent shall not have any protections, rights, indemnities, powers and duties or responsibilities, except those expressly set forth herein, in the Security Documents to which and immunities of the Collateral Agent is a party Trustee are incorporated herein by this reference and shall survive any termination of the Intercreditor Agreement Indenture or as requested by the Majority Holders (subject to this Section 11.05), nor shall removal or resignation of the Collateral Agent have Trustee or be deemed to have any trust or fiduciary relationship with the Trustee, if applicable. In connection with exercising any Holderright or discretionary duty hereunder (including, without limitation, the Company or exercise of any Collateral Grantor, either before or after rights following the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt), the Collateral Agent Trustee shall have no discretion under this Indenture, be entitled to request and rely upon the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal outstanding amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause direct the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed pursuant to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent Trustee shall not have any liability for taking any action at such direction or for its failure to take any action pending the receipt of such direction. The Collateral Trustee shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation responsible for and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value validity or protection adequacy of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authoritiesthis Agreement, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due statement or recital in this Agreement. Neither the Collateral Trustee nor any of its affiliates, directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement; (ii) the insufficiency performance or observance of such insurance or by reason any of the failure covenants or agreements of any insurer to pay the full amount of any loss against which it may have insured to the Company herein; or any Collateral Grantor, (iii) the Trustee, the Collateral Agent or any other Person. The provisions receipt of Article 7, mutatis mutandis, shall apply items required to be delivered to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientTrustee.

Collateral Agent. (a) The Trustee Issuer hereby appoints Wilmington Trust, National Association, to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents Agreements and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture and the Collateral Documents, and Wilmington Trust, National Association agrees to act as such. The provisions of this Section 13.03 are solely for the benefit of the Collateral Agent and neither the Trustee nor any of the Holders shall have any rights as a third party beneficiary of any of the provisions contained herein. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture, the Security Documents Intercreditor Agreement and the Intercreditor AgreementCollateral Documents, together with such powers as are reasonably incidental theretoand the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of Indenture or the Collateral Agent shall be ministerial and administrative in natureDocuments, and the Collateral Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth hereinin this Indenture, the Collateral Documents to which it is party and in the Security Intercreditor Agreements. The Collateral Agent shall not be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable order). The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Trustee), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (b) Subject to the provisions of the Intercreditor Agreements and the Collateral Documents, the Trustee and the Collateral Agent are authorized and empowered to receive for the benefit of the Holders any funds collected or distributed under the Collateral Documents and Intercreditor Agreements to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to Holders according to the Intercreditor Agreement provisions of this Indenture. (c) Each Holder and other Secured Party hereby agrees that (A) it will be bound by and will take no actions contrary to the provisions of any such intercreditor agreement or as requested by other agreements or documents, (B) agrees that the Majority Holders Liens on the Collateral securing the Obligations shall be subject in all respects to the provisions thereof and (subject to this Section 11.05), nor shall C) agrees that the Trustee and the Collateral Agent have are authorized to take or be deemed to have refrain from taking any trust or fiduciary relationship actions in accordance with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence terms of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral AgentAgreement. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference and subject to the Collateral Agent is Documents, the Collateral Agent: (i) shall not intended be subject to connote any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing; (ii) shall not have any duty to take any discretionary action or expressexercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Collateral Documents or Intercreditor Agreement that the Collateral Agent is required to exercise; (iii) obligations arising under agency doctrine shall not, except as expressly set forth in the Collateral Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Issuer or any of its Affiliates that is communicated to or obtained by the person serving as the Collateral Agent or any of its Affiliates in any capacity; (iv) shall not be liable for any action taken or not taken by it (A) with the consent or at the request of the Trustee, (B) in the absence of its own gross negligence or willful misconduct or (C) in reliance on a certificate of an authorized officer of the Issuer stating that such action is permitted by the terms of the Intercreditor Agreement or any other Collateral Document. The Collateral Agent shall be deemed not to have actual knowledge of any Event of Default unless and until written notice describing such Event of Default is given by the Trustee or the Issuer and received by a Responsible Officer of the Collateral Agent; (v) shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with any Collateral Document, (B) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth therein or the occurrence of any Event of Default, (D) the validity, enforceability, effectiveness or genuineness of any Collateral Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (E) the value or the sufficiency of any Collateral, or (F) the satisfaction of any condition set forth in any Collateral Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent; and (vi) shall not be responsible or liable for creating, preserving, perfecting or validating the security interest granted to the Trustee and the Collateral Agent pursuant to the Collateral Documents or any lien and/or any filing, or recording or otherwise creating, perfecting, continuing or maintaining any lien or the perfection thereof. By accepting the Securities, each Holder will be deemed to have irrevocably agreed to the foregoing provisions of the prior paragraph and shall be bound by those agreements to the fullest extent permitted by law. (d) Subject to the provisions of the applicable law. InsteadCollateral Document, such term is used merely as a matter each Holder, by its acceptance of market customthe Securities, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, agrees that the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents execute and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause deliver the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and all agreements, power of attorney, documents and instruments incidental thereto, and act in accordance with the Intercreditor Agreementterms thereof. The Collateral Agent shall hold (directly or through any agent) and is directed by each Holder to so hold, (ii) bind the Trustee and shall be entitled to enforce on behalf of the Holders on the terms as set forth in such Security Documents and Collateral for their benefit, subject to the provisions of the Intercreditor Agreement and Agreement. Holders may not, individually or collectively, take any direct action to enforce any rights in their favor under the Collateral Documents. The Holders may only act by written instruction to the Trustee, subject to the terms hereof, which shall instruct the Collateral Agent. (iiie) perform and observe its obligations and exercise its rights and powers under If at any time or times the Trustee shall receive (1) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such Security Documents, including entering into amendments and other modifications permitted proceeds or payments received by the Trustee from the Collateral Agent pursuant to the terms of this Indenture, or (2) payments from the Intercreditor Agreement or Collateral Agent in excess of the Security Documents. Each Holderamount required to be paid to the Trustee pursuant to Article 5, the Trustee shall promptly turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent such proceeds to be applied by its acceptance of a Security, is deemed to have consented and agreed the Collateral Agent pursuant to the terms of each Security Document this Indenture and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders . (subject to this Section 11.05). f) The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or assure that the Collateral exists or is owned by any of the Collateral Grantors Issuer or Guarantor or is cared for, protected protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral GrantorIssuer’s or any Guarantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. . (g) Notwithstanding anything to the contrary in this Indenture or any Collateral Document, neither the Collateral Agent nor the Trustee shall be responsible for, and neither makes any representation regarding, the validity, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created thereby. (h) The grant benefits, protections and indemnities of permissive rights or powers the Trustee hereunder, as applicable of this Indenture shall apply mutatis mutandis to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable including, without limitation, the rights to reimbursement and indemnification. (i) The Collateral Agent is authorized and empowered to appoint one or responsible for the failure of the Company more co-Collateral Agents as it deems necessary or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due appropriate. (j) Subject to the insufficiency of Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which suits and proceedings as it may have insured deem expedient to protect or enforce the Company Liens securing the First Lien Obligations or any the Collateral Grantor, the Trustee, Documents to which the Collateral Agent or Trustee is a party or to prevent any other Person. The provisions impairment of Article 7, mutatis mutandis, shall apply to Collateral by any acts that may be unlawful or in violation of the Collateral Agent. Without limiting Documents or the generality of such preceding sentence, and notwithstanding anything Intercreditor Agreements to which the contrary contained in Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Intercreditor Agreement Trustee or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result deem expedient to preserve or protect its interests and the interests of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount the Collateral, including power to institute and in a form all satisfactory maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the Collateral Agent in its sole discretioninterests of Holders, protecting the Trustee or the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientAgent.

Collateral Agent. The Trustee Each Buyer hereby (i) appoints Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, as the collateral agent hereunder and each of under the Holders by acceptance of other Security Documents (in such capacity, the Securities hereby authorize the appointment of “Collateral Agent”), and (ii) authorizes the Collateral Agent as the Trustee’s (and the Holders’ Collateral Agent under the Security Documentsits officers, directors, employees and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and agents) to take such action on their such Buyer’s behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by in accordance with the terms of this Indenture, the Security Documents hereof and the Intercreditor Agreement, together with such powers as are reasonably incidental theretothereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the The Collateral Agent shall not have have, by reason hereof or of any duties or responsibilitiesof the other Security Documents, except those expressly set forth herein, a fiduciary relationship in the Security Documents to which respect of any Buyer. Neither the Collateral Agent is a party nor any of its officers, directors, employees or agents shall have any liability to any Buyer for any action taken or omitted to be taken in connection herewith or with any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and the Intercreditor Agreement or as requested by the Majority Holders (subject each Buyer agrees to this Section 11.05)defend, nor shall protect, indemnify and hold harmless the Collateral Agent have and all of its officers, directors, employees and agents (collectively, the “Collateral Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or be deemed to have any trust consequential, arising from or fiduciary relationship in connection with the Trustee, any Holder, performance by such Collateral Agent Indemnitee of the Company duties and obligations of Collateral Agent pursuant hereto or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed required to have knowledge exercise any discretion or notice take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01Required Holders, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility instructions shall be solely binding upon all holders of Notes; provided, however, that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if which, in the reasonable opinion of the Collateral Agent, exposes the Collateral Agent has determined that the Collateral Agent may incur personal to liability as a result of the presence at, or release on which is contrary to this Agreement or from, the Collateral any other Transaction Document or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liabilityapplicable law. The Collateral Agent shall at any time be entitled to cease taking rely upon any action described above if written notices, statements, certificates, orders or other documents or any telephone message believed by it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders in good faith to be sufficientgenuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

Collateral Agent. (a) The Trustee Collateral Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement or any other Loan Document. The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including its right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. The Collateral Agent may request that any Obligor Party or the Administrative Agent deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any of the Holders other Loan Documents, which certificate may be signed by acceptance of the Securities hereby authorize the appointment any person authorized to sign such a certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. The permissive right of the Collateral Agent to take or refrain from taking action hereunder or under any of the other Loan Documents shall not be construed as a duty. Money held by the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each this Agreement or under any of the Holders other Loan Documents need not be segregated from other funds except to the extent required by acceptance law. The Collateral Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Borrower. The Collateral Agent may refrain from taking any action in any jurisdiction if, in its opinion, the taking of such action in that jurisdiction would be contrary to any law of that jurisdiction or of the Securities hereby irrevocably authorize State of New York, it would otherwise render it liable to any Person in that jurisdiction or the Collateral Agent State of New York, the taking of such action would require it to enter into obtain any license or otherwise qualify to do business or subject it to taxation in such jurisdiction, it would not have the Security Documents and the Intercreditor Agreement and power or authority to take such action on their behalf under in such jurisdiction by virtue of any law in that jurisdiction or in the provisions State of New York, or it is determined by any court or other competent authority in that jurisdiction or in the State of New York that it does not have such power or authority. Anything in this Agreement or in any of the Security Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinnotwithstanding, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor no event shall the Collateral Agent have be liable for special, indirect, consequential or be deemed punitive loss or damage of any kind whatsoever (including but not limited to have any trust or fiduciary relationship with the Trusteeloss of profit), any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to even if the Collateral Agent is not intended has been advised as to connote any fiduciary the likelihood of such loss or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, damage and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction regardless of the Holders form of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indentureaction. The Collateral Agent shall not be deemed to have knowledge liable for any error of judgment made in good faith by an officer or notice officers of the occurrence of any Default or Event of DefaultCollateral Agent, unless it shall be conclusively determined in a final non-appealable judgment by a court of competent jurisdiction that the Collateral Agent shall have received written notice from was grossly negligent or acting with willful misconduct in ascertaining the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05)pertinent facts. The Collateral Agent shall have no obligation and makes no representation whatsoever to expend or risk its own funds or otherwise incur any financial liability in the Trustee or performance of any of its duties hereunder. (b) Beyond the Holders exercise of reasonable care in the custody thereof and as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related theretootherwise specifically set forth herein, the Collateral Agent shall not have no other any duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant Collateral in its possession or control or in the possession or control of permissive any agent or bailee or any income thereon or as to preservation of rights against prior parties or powers to any other rights pertaining thereto and the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file responsible for filing any financing or continuation statements or continuation statements, to record recording any documents or instruments in any public office at any time or be responsible for perfection times or otherwise perfecting or maintaining the perfection of any security interest in the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the CompanyCollateral. Each of the The Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for any loss or diminution in the failure value of the Company or any Collateral Grantor to maintain insurance on of the Collateral, nor by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. (c) The Collateral Agent shall it not be responsible for the existence, genuineness or value of any loss due to of the insufficiency Collateral or for the validity, perfection, priority or enforceability of such insurance the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the failure extent such action or omission constitutes gross negligence or willful misconduct, as determined by the final nonappealable decision of a court of competent jurisdiction, on the part of the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any insurer Obligor Party to pay the full amount Collateral, for insuring the Collateral or for the payment of any loss against taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. (d) Any Person into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of the Collateral Agent shall be the successor of the Collateral Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further act on the part of any of the parties hereto. (e) The Collateral Agent shall be entitled to rely upon any certificate, notice or other document (including any facsimile or electronic mail) believed by it to be genuine and correct and to have insured been signed or sent by or on behalf of the proper Person or Persons (without any duty (express or implied) of the Collateral Agent to verify the genuineness or correctness of any fact stated therein or propriety of the signatory or deliverer or otherwise the validity or enforceability thereof), and upon advice and statements of legal counsel, independent accountants and other experts selected by it. The Collateral Agent shall in all cases (including when any action by the Collateral Agent alone is authorized hereunder, if the Collateral Agent elects in its sole discretion to obtain instructions from the Administrative Agent, the Secured Parties or the Required Lenders) be fully protected in acting or in refraining from acting hereunder or under any Security Document pursuant to the Company or any Collateral Grantorwritten instructions of the Administrative Agent, the TrusteeSecured Parties or the Required Lenders and any action taken or failure to act pursuant thereto shall be binding on the Administrative Agent and the Secured Parties. Whenever in the administration of this Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon instructions from the Administrative Agent, the Secured Parties or the Required Lenders. (f) The Collateral Agent may refuse to perform any duty or exercise any power or right unless it receives indemnity reasonably satisfactory to it against any loss, liability or expense. (g) Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement or any other Person. The provisions Loan Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of Article 7judgment, mutatis mutandisexpression of satisfaction or other exercise of discretion, shall apply rights or remedies to be made (or not to be made) by the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained it is understood that in this Indenture, the Intercreditor Agreement or the Security Documents, in the event all cases the Collateral Agent is entitled shall be fully justified in failing or required refusing to commence an take any such action to foreclose under this Agreement or otherwise exercise its remedies to acquire control or possession such other Loan Document if it shall not have received written directions of the CollateralAdministrative Agent, Required Lenders or the Secured Parties in respect of such matter. Further, the Collateral Agent shall not be required permitted to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined request that the Collateral Agent may incur personal liability as a result all instructions and directions of the presence atAdministrative Agent, Required Lenders or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory Secured Parties provided to the Collateral Agent hereunder or under the other Security Documents be in its sole discretionwriting (and, protecting in such a case, the Collateral Agent shall be excused from all following any such liabilityinstructions or directions that are not in writing). The This provision is intended solely for the benefit of the Collateral Agent and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto. (h) The agreements in this Section 8.08 shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security survive the payment in full of the Secured Obligations and the termination of this Agreement and the Security Documents and the resignation or undertaking from removal of the Company or Collateral Agent and the Holders to be sufficientexercise of Write-Down and Conversion Powers by a Resolution Authority.

Collateral Agent. (a) The Trustee and each of the Holders by acceptance of the Securities Notes hereby authorize the appointment of designates and appoints the Collateral Agent as the Trustee’s its agent under this Indenture and the Holders’ Collateral Agent under the Security Documents, Documents and the Trustee and each of the Holders by acceptance of the Securities Notes hereby irrevocably authorize authorizes the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their its behalf under the provisions of this Indenture and the Security Documents Collateral Documents, and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents Indenture and the Intercreditor AgreementCollateral Documents, together and consents and agrees to the terms of each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Agent agrees to act as such powers as are reasonably incidental theretoon the express conditions contained in this Section 12.07. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture and the Collateral Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents Indenture and the Intercreditor AgreementCollateral Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein and in the Security Documents Collateral Documents, to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05)party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Company Holder or any Collateral Grantor, either before or after the occurrence of an Event of Defaultgrantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents Indenture and the Intercreditor Agreement Collateral Documents, or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent may perform any of its duties under this Indenture or the Collateral Documents by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates (a “Related Person”), and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. For The Collateral Agent shall not be responsible for the avoidance negligence or misconduct of doubtany receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith and with due care. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Issuers or any other grantor), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. Except as otherwise expressly provided herein, the Collateral Agent shall have no discretion be fully justified in failing or refusing to take any action under this Indenture, the Intercreditor Agreement Indenture or the Security Collateral Documents unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall not in all cases be required to make fully protected in acting, or give any determinationin refraining from acting, consentunder this Indenture or the Collateral Documents in accordance with a request, approvaldirection, request instruction or direction without consent of the written direction of Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to Holders. (id) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of the Collateral Agent shall have received written notice from the Trustee or unless the Issuers referring to this Indenture, describing such Default or Event of Default and stating that such notice is a written “notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 VI or the Majority Holders of a majority in aggregate principal amount of the Notes (subject to this Section 11.0512.07 and the First Lien Intercreditor Agreement). . (e) The Collateral Agent shall have no obligation and makes no representation whatsoever may resign at any time by 30 days’ written notice to the Trustee or any and the Issuers, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the Issuers shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Trustee, at the direction of the Holders as to the existence, genuineness, value or protection of a majority of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any aggregate principal amount of the Collateral Grantors or is cared forNotes then outstanding, protected or insured or has been encumberedmay appoint a successor collateral agent, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest consent of the Security Documents has been properly Issuers (which consent shall not be unreasonably withheld and completely listed or delivered, as which shall not be required during a continuing Event of Default). If no successor collateral agent is appointed and consented to by the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available Issuers pursuant to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in respect the notice of the Collateral, or any act, omission, or event related thereto, resignation) the Collateral Agent shall have no other duty or liability whatsoever be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the Trustee or any Holder acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to any all the rights, powers and duties of the foregoing. The grant of permissive rights or retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers to and duties as the Collateral Agent shall not be construed terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 12.07 (and Section 7.07 and 7.11 hereof) shall continue to impose duties inure to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent its benefit and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the retiring Collateral Agent shall not by reason of such resignation be required deemed to commence be released from liability as to any such action actions taken or exercise any remedy or omitted to inspect or conduct any studies of any property under mortgages or take any such other action if be taken by it while it was the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientunder this Indenture.

Collateral Agent. The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or expressa) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation all the rights and makes no representation whatsoever protections provided in the First Lien Security Documents. (b) Subject to Section 7.01, neither the Trustee or nor the Collateral Agent nor any of the Holders as to their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the Collateral legality, enforceability, effectiveness or the sufficiency of any the Security Documents, for the obtaining or that maintaining insurance on any Collateral, for the Collateral is owned by creation, perfection, priority, sufficiency or protection of any of the Collateral Grantors or is cared for, protected or insured or has been encumberedFirst Priority Lien, or that the Collateral Agent’s Liens have been properly any defect or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled deficiency as to any particular prioritysuch matters. Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any Collateral in its possession or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all control or in the possession or control of any particular manner agent or under bailee or any duty income thereon or as to preservation of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture rights against prior parties or any other Security Documents, it being understood rights pertaining thereto and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file responsible for filing any financing or continuation statements or continuation statements, to record recording any documents or instruments in any public office at any time or be responsible for perfection times or otherwise perfecting or maintaining the perfection of any security interest in the security interests purported to be created by the Security Documents and such responsibility Collateral. The Trustee shall be solely that of deemed to have exercised reasonable care in the Company. Each custody of the Collateral Agent and the Trustee, each in its capacity as such, possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the failure value of the Company or any Collateral Grantor to maintain insurance on of the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure act or omission of any insurer to pay carrier, forwarding agency or other agent or bailee selected by the full amount of any loss against which it may have insured Trustee in good faith. (c) Subject to the Company or any Collateral GrantorFirst Lien Security Documents and the First Lien Intercreditor Agreement, (i) the Trustee, Trustee shall direct the Collateral Agent and (ii) except as directed by the Trustee as required or permitted by this Indenture and any other Person. The provisions of Article 7, mutatis mutandis, shall apply representatives or pursuant to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, the holders acknowledge that Collateral Agent will not be obligated: (1) to act upon directions purported to be delivered to it by any other Person; (2) to foreclose upon or otherwise enforce any First Priority Lien; or (3) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the event Collateral Agent to enter into and perform the First Lien Intercreditor Agreement, Second Lien Intercreditor Agreement and Security Documents in each of its capacities thereunder. (e) If the Issuer (i) Incurs First Priority Lien Obligations at any time when the First Lien Intercreditor Agreement is not in effect or at any time when Indebtedness constituting First Priority Lien Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) directs the Trustee to deliver to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the First Lien Intercreditor Agreement in effect on the Issue Date) in favor of a designated agent or representative for the holders of the First Priority Lien Obligations so Incurred, the holders acknowledge that the Collateral Agent is entitled or required hereby authorized and directed to commence an action to foreclose or otherwise exercise enter into such intercreditor agreement, bind the holders on the terms set forth therein and perform and observe its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientobligations thereunder.

Collateral Agent. (a) The Trustee and each of the Holders by acceptance of the Securities Notes hereby authorize the appointment of designates and appoints the Collateral Agent as its agent under this Indenture, the Trustee’s Collateral Documents and the Holders’ Collateral Agent under the Security Documents, Intercreditor Agreements and the Trustee and each of the Holders by acceptance of the Securities Notes hereby irrevocably authorize authorizes the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their its behalf under the provisions of this Indenture, the Security Collateral Documents and the Intercreditor Agreements and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Collateral Documents and the Intercreditor AgreementAgreements, together and consents and agrees to the terms of the Intercreditor Agreements and each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Agent agrees to act as such powers on the express conditions contained in this Section 12.9. The provisions of this Section 12.9 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any rights as are reasonably incidental theretoa third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 12.4. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Indenture, the Intercreditor Agreements and the Collateral Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Collateral Documents and the Intercreditor AgreementAgreements, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein and in the Security other Notes Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05)party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Company Holder or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Collateral Documents and the Intercreditor Agreement Agreements or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the . (b) The Collateral Agent shall have no discretion may perform any of its duties under this Indenture, the Intercreditor Agreement Collateral Documents or the Security Documents Intercreditor Agreements by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates, (a “Related Person”) and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Collateral Agent shall not be required responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith. (c) None of the Collateral Agent or any of its respective Related Persons shall (i) be liable for any action taken or omitted to make be taken by any of them under or give in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any determinationCollateral Document or the Intercreditor Agreements or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer, the Co-Issuer or any other Grantor or Affiliate of any Grantor, or any Officer or Related Person thereof, contained in this Indenture, or any other Notes Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture, the Collateral Documents or the Intercreditor Agreements, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Collateral Documents or the Intercreditor Agreements, or for any failure of any Grantor or any other party to this Indenture, the Collateral Documents or the Intercreditor Agreements to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its respective Related Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Collateral Documents or the Intercreditor Agreements or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, approvalcertificate, request affidavit, letter, telegram, facsimile, certification, telephone message, statement, or direction other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the written direction Issuers or any other Grantor), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture, the Collateral Documents or the Intercreditor Agreements unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Collateral Documents or the Intercreditor Agreements in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to Holders. (ie) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Trust Officer of the Collateral Agent shall have received written notice from the Trustee or unless the Issuers referring to this Indenture, describing such Default or Event of Default and stating that such notice is a written “notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 VI or the Majority Holders of a majority in aggregate principal amount of the Notes (subject to this Section 11.0512.9). . (f) The Collateral Agent shall have no obligation and makes no representation whatsoever may resign at any time by notice to the Trustee or any and the Issuers, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the Issuers shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of the Holders as to the existence, genuineness, value or protection resignation of the Collateral or Agent (as stated in the sufficiency notice of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related theretoresignation), the Collateral Agent shall have no other duty or liability whatsoever may appoint, after consulting with the Trustee, subject to the Trustee or any Holder as to any consent of the foregoingIssuers (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor collateral agent. The grant If no successor collateral agent is appointed and consented to by the Issuers pursuant to the preceding sentence within thirty (30) days after the intended effective date of permissive rights or powers to resignation (as stated in the notice of resignation) the Collateral Agent shall not be construed entitled to impose petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the retiring Collateral Agent Agent, and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the term “Collateral Agent. Without limiting the generality of ” shall mean such preceding sentencesuccessor collateral agent, and notwithstanding anything to the contrary contained in this Indentureretiring Collateral Agent’s appointment, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, powers and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 12.9 (and Section 7.7) shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of such resignation be required deemed to commence be released from liability as to any such action actions taken or exercise any remedy or omitted to inspect or conduct any studies of any property under mortgages or take any such other action if be taken by it while it was the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientunder this Indenture.

Collateral Agent. (a) The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize appoints the Collateral Agent to enter into act on its behalf under this Indenture and each Collateral Document, and the Collateral Agent agrees to act as such; provided that, it is understood and agreed that all communications between the Collateral Agent and the Holders and all instructions or directions by Holders to the Collateral Agent shall be made or given through the Trustee. (b) The Trustee hereby appoints ▇▇▇▇▇ Fargo Bank, National Association to act on its behalf as the Collateral Agent under this Indenture, the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions each of the Security other Collateral Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents Indenture and the Intercreditor AgreementCollateral Documents, together and ▇▇▇▇▇ Fargo Bank, National Association agrees to act as such. The provisions of this Section 11.03 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders shall have any rights as a third party beneficiary of any of the provisions contained herein. Each Holder agrees that any action taken by the Collateral Agent in accordance with such powers as are reasonably incidental theretothe provisions of this Indenture and the Collateral Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents Indenture and the Intercreditor AgreementCollateral Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein and in the Security Collateral Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05)party, nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company Holder or any Collateral Grantor, either before or after the occurrence of an Event of DefaultGuarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents Indenture and the Intercreditor Agreement Collateral Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For . (c) Subject to the avoidance provisions of doubtthe Collateral Documents, each Holder, by acceptance of the Notes, agrees that the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents execute and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause deliver the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreementall agreements, (ii) bind the Trustee power of attorney, documents and the Holders on the terms as set forth in such Security Documents instruments incidental thereto, and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time act in accordance with its terms or the terms of this Indenture. thereof. (d) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities Notes and this Indenture. The Subject to the Intercreditor Agreement, the Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders of a majority in aggregate principal amount of the Notes (subject to this Section 11.0511.03). . (e) If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral, except for any such proceeds or payments received by the Trustee from the Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article 6, the Trustee shall promptly turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent such proceeds to be applied by the Collateral Agent pursuant to the terms of this Indenture and the Intercreditor Agreement. (f) The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or assure that the Collateral exists or is owned by the Company or any of the Collateral Grantors Guarantor or is cared for, protected protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral GrantorCompany’s or any Guarantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. (g) The Collateral Agent may resign at any time by notice to the Trustee and the Company, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. The grant If the Collateral Agent resigns under this Indenture, the Company shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of permissive rights or powers the resignation of the Collateral Agent (as stated in the notice of resignation), the Collateral Agent may appoint, after consulting with the Trustee, subject to the consent of the Company (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor collateral agent. If no successor collateral agent is appointed and consented to by the Company pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Collateral Agent shall not be construed entitled to impose petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties to act. For of the avoidance of doubtretiring Collateral Agent, nothing herein and the term “Collateral Agent” shall require mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or shall be responsible for perfection or maintaining terminated. Promptly following the perfection acceptance of the security interests purported appointment of any successor Collateral Agent, the Company shall cause assignments of filings existing on the date of such assignment related to the Collateral to be created by filed or recorded sufficient to reflect the Security Documents and such responsibility shall be solely that successor Collateral Agent, as mortgagee or secured party of record in accordance with applicable law related to each portion of the CompanyCollateral. Each After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 11.03 (and Article 6) shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral Agent and the Trustee, each in its capacity as such, under this Indenture. The Collateral Agent shall not be liable or responsible for the failure of the Company or any Collateral Grantor Guarantors to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral GrantorCompany, the Guarantors, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.

Collateral Agent. (a) The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent Company has appointed U.S. Bank National Association to serve as the Trustee’s and the Holders’ Collateral Agent under the Security Intercreditor Agreement and the Collateral Documents, for the benefit of the Holders of the Notes. (b) The Collateral Agent is authorized and empowered to appoint one or more co-collateral agents as it deems necessary or appropriate. (c) The Collateral Agent (directly or through co-trustees, agents or sub-agents) will hold, and will be entitled to enforce, all Liens on the Collateral. (d) The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time as required or permitted by this Indenture. Except as directed by the Trustee and each of the Holders as required or permitted by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and with the Holders by acquiring the Securities are deemed to have authorized the Trusteerequisite consent of such Holders, as applicable, to cause the Collateral Agent will not be obligated to: (1) act upon directions purported to enter into be delivered to it by any other Person; (2) foreclose upon or otherwise enforce any Lien; or (3) take any other action whatsoever with regard to any or all of the Collateral Documents, the Liens created thereby or the Collateral. The Company shall do or cause to be done all such acts and perform its obligations under things as may be necessary or proper, or as may be required by the Security Documents provisions of the Intercreditor Agreement and the Intercreditor Agreement. The Collateral Agent is authorized Noteholder Documents, to assure and directed by confirm to the Trustee and the Holders and Collateral Agent the Holders by acquiring the Securities are deemed to have authorized security interest in the Collateral Agentcontemplated hereby, to (i) enter into the Security Documents to which it is a party and by the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Noteholder Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreementany part thereof, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or constituted, so as to render the terms same available for the security and benefit of this Indenture. Indenture and of the Guarantees secured thereby, according to the intent and purposes herein and therein expressed. (e) The Collateral Agent shall not will be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or accountable only for amounts that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability actually receives as a result of the presence at, or release on or fromenforcement of Liens created by the Collateral Documents. (f) In acting as Collateral Agent, the Collateral or such propertyAgent may rely upon and enforce each and all of the rights, unless powers, protections, immunities, indemnities and benefits of the Trustee under Article 7 mutatis mutandis, and, in connection therewith, references to the Trustee shall be deemed to include the Collateral Agent has received security or indemnity from and references to this Indenture shall be deemed to include the Holders in an amount Collateral Documents and in a form all satisfactory references to negligence with respect to the Trustee will be deemed to be gross negligence with respect to the Collateral Agent in its sole discretion, protecting Agent. (g) Each successor Trustee will become the successor Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from as and when the Company or successor Trustee becomes the Holders to be sufficientTrustee.

Collateral Agent. (a) The Trustee and each of the Holders by acceptance of the Securities Notes hereby authorize the appointment of designates and appoints the Collateral Agent as its agent under this Indenture, the Trustee’s Collateral Documents and the Holders’ Collateral Agent under the Security Documents, Intercreditor Agreements and the Trustee and each of the Holders by acceptance of the Securities Notes hereby irrevocably authorize authorizes the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their its behalf under the provisions of this Indenture, the Security Collateral Documents and the Intercreditor Agreements and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Collateral Documents and the Intercreditor AgreementAgreements, together and consents and agrees to the terms of the Intercreditor Agreements and each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Agent agrees to act as such powers on the express conditions contained in this Section 12.9. The provisions of this Section 12.9 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any rights as are reasonably incidental theretoa third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 12.4. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Indenture, the Intercreditor Agreements and the Collateral Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Collateral Documents and the Intercreditor AgreementAgreements, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein and in the Security other Notes Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05)party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Company Holder or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Collateral Documents and the Intercreditor Agreement Agreements or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the . (b) The Collateral Agent shall have no discretion may perform any of its duties under this Indenture, the Intercreditor Agreement Collateral Documents or the Security Documents Intercreditor Agreements by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates, (a “Related Person”) and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Collateral Agent shall not be required responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith. (c) None of the Collateral Agent or any of its respective Related Persons shall (i) be liable for any action taken or omitted to make be taken by any of them under or give in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any determinationCollateral Document or the Intercreditor Agreements or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer, the Co-Issuer or any other Grantor or Affiliate of any Grantor, or any Officer or Related Person thereof, contained in this Indenture, or any other Notes Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture, the Collateral Documents or the Intercreditor Agreements, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Collateral Documents or the Intercreditor Agreements, or for any failure of any Grantor or any other party to this Indenture, the Collateral Documents or the Intercreditor Agreements to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its respective Related Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Collateral Documents or the Intercreditor Agreements or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, approvalcertificate, request affidavit, letter, telegram, facsimile, certification, telephone message, statement, or direction other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the written direction Issuers or any other Grantor), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, judgment, order, bond, debenture, or other paper or document. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture, the Collateral Documents or the Intercreditor Agreements unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Collateral Documents or the Intercreditor Agreements in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to Holders. (ie) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Trust Officer of the Collateral Agent shall have received written notice from the Trustee or unless the Issuers referring to this Indenture, describing such Default or Event of Default and stating that such notice is a written “notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 VI or the Majority Holders of a majority in aggregate principal amount of the Notes (subject to this Section 11.0512.9). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.

Collateral Agent. The Trustee (a) Each Lender party hereto, and each by receiving the benefits of the Holders by acceptance of the Securities Specified Security Transactions each other Lender, hereby authorize the appointment of irrevocably appoints the Collateral Agent to act on its behalf as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, Documents and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize authorizes the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action actions on their its behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreementhereof or thereof, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality foregoing, notwithstanding anything in the Term Loan Agreement to the contrary, each Lender party hereto, and by receiving the benefits of the foregoing sentenceSpecified Security Transactions each other Lender, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, hereby irrevocably authorizes and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause directs the Collateral Agent to enter into and perform its obligations under the into, or amend, (a) any Security Documents and as the Intercreditor Agreement. The Collateral Agent is may deem reasonably necessary or appropriate or as the Collateral Agent may be authorized or instructed to take pursuant to the Revolving Credit Agreement (including, without limitation, in order to include additional indebtedness as a secured obligation thereunder) and directed by (b) any intercreditor agreement (or similar agreements with the Trustee same or similar purpose) as agent for it and on its behalf as the Holders Collateral Agent may deem reasonably necessary or appropriate or as the Collateral Agent may be authorized or instructed to take pursuant to the Revolving Credit Agreement (including, without limitation, with respect to any intercreditor arrangements with the trustee, agent, holders or lenders in respect of additional indebtedness that will be pari passu or junior to the Secured Obligations) and the Holders by acquiring the Securities are deemed to have authorized agrees that the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders may take such actions on the terms its behalf as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted are contemplated by the terms of this Indenture, the Intercreditor Agreement or the any Security DocumentsDocument. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Any such Security Document and entered into by the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or Collateral Agent on behalf of the terms of this IndentureLenders shall be binding upon each Lender. The Collateral Agent shall not be deemed to have knowledge or notice notify the Lenders of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency effectiveness of any Security Documents, or that the Collateral is owned by any Document when executed and shall provide a copy of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject executed agreement to the Lien and security interest of Lenders; provided that a failure to do so shall not affect the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoingeffectiveness thereof. The grant provisions of permissive rights or powers to this Section are solely for the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each benefit of the Collateral Agent and the TrusteeLenders, each in its capacity and no Grantor shall have rights as such, shall not be liable or responsible for the failure a third party beneficiary of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. provisions. (b) The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in Documents and the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory Revolving Credit Agreement relating to the Collateral Agent in its sole discretionincluding, protecting without limitation, the provisions relating to resignation or removal of the Collateral Agent from all such liability. The and the powers and duties and immunities of the Collateral Agent are incorporated herein by this reference and shall at survive any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security termination of the Revolving Credit Agreement or undertaking from the Company or the Holders to be sufficientNotes Purchase Agreements.

Collateral Agent. (a) The Trustee and each of the Holders by acceptance of the Securities Notes hereby authorize the appointment of designates and appoints the Collateral Agent as its agent under this Indenture, the Trustee’s Security Documents and the Holders’ Collateral Agent under the Security Documents, Intercreditor Agreement and the Trustee and each of the Holders by acceptance of the Securities Notes hereby irrevocably authorize authorizes the Collateral Agent to enter into take such action on its behalf under the provisions of this Indenture, the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together and consents and agrees to the terms of this Indenture, the Intercreditor Agreement and each Security Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Agent agrees to act as such powers on the express conditions contained in this Section 11.09. The provisions of this Section 11.09 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any rights as are reasonably incidental theretoa third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 11.03 hereof. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Indenture, the Intercreditor Agreement and the Security Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein and in the Security Documents other documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05)party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Company Holder or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the . (b) The Collateral Agent shall have no discretion may perform any of its duties under this Indenture, the Security Documents or the Intercreditor Agreement by or through receivers, agents, employees, attorneys-in-fact or through its Related Persons and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Collateral Agent shall not be responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith and with due care. (c) None of the Collateral Agent or any of its respective Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision) or under or in connection with any Security Document or the Intercreditor Agreement or the transactions contemplated thereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Company or any Grantor or Affiliate of any Grantor, or any Officer or Related Person thereof, contained in this Indenture, the Security Documents or the Intercreditor Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture, the Security Documents or the Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Security Documents or the Intercreditor Agreement, or for any failure of any Grantor or any other party to this Indenture, the Security Documents or the Intercreditor Agreement to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its respective Related Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Security Documents or the Intercreditor Agreement or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Company or any Grantor), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall not be required bound to make any investigation into the facts or give matters stated in any determinationresolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, approvalorder, request bond, debenture, or direction without other paper or document. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture, the written direction Security Documents or the Intercreditor Agreement unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Security Documents or the Intercreditor Agreement in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to Holders. (ie) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless the Company referring to this Indenture, describing such Default or Event of Default and stating that such notice is a written “notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with this Indenture (including Article 6 6) or the Majority Holders of a majority in aggregate principal amount of the Notes (subject to this Section 11.0511.09). (f) Wilmington Trust, National Association and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with any Grantor and its Affiliates as though it was not the Collateral Agent hereunder and without notice to or consent of the Trustee. The Collateral Agent shall have no obligation Trustee and makes no representation whatsoever to the Trustee or any of the Holders as acknowledge that, pursuant to the existencesuch activities, genuinenessWilmington Trust, value National Association or protection of the Collateral its respective Affiliates may receive information regarding any Grantor or the sufficiency of any Security Documents, or its Affiliates (including information that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to may be subject to the Lien confidentiality obligations in favor of any such Grantor or such Affiliate) and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed acknowledge that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed under any obligation to impose duties provide such information to actthe Trustee or the Holders. For the avoidance of doubt, nothing Nothing herein shall require impose or imply any obligation on the part of the Wilmington Trust, National Association to advance funds. (g) The Collateral Agent may resign at any time by notice to the Trustee and the Company, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the Company shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection intended effective date of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each resignation of the Collateral Agent and (as stated in the Trustee, each in its capacity as such, shall not be liable or responsible for the failure notice of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trusteeresignation), the Collateral Agent or any other Person. The provisions of Article 7may appoint, mutatis mutandis, shall apply to after consulting with the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.Trustee,

Collateral Agent. (a) The Trustee Issuer hereby appoints Wilmington Trust, National Association, to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents Agreements and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture and the Collateral Documents, and Wilmington Trust, National Association agrees to act as such. The provisions of this Section 13.03 are solely for the benefit of the Collateral Agent and neither the Trustee nor any of the Holders shall have any rights as a third party beneficiary of any of the provisions contained herein. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture, the Security Documents Intercreditor Agreements and the Intercreditor AgreementCollateral Documents, together with such powers as are reasonably incidental theretoand the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this IndentureIndenture or the Collateral Documents, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall will not have any duties or responsibilities, responsibilities except those expressly set forth hereinin this Indenture, the Collateral Documents to which it is party and in the Security Intercreditor Agreements. The Collateral Agent shall not be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable order). The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and will not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Trustee), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (b) Subject to the provisions of the Intercreditor Agreements and the Collateral Documents, the Trustee and the Collateral Agent are authorized and empowered to receive for the benefit of the Holders any funds collected or distributed under the Collateral Documents and Intercreditor Agreements to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to Holders according to the Intercreditor Agreement provisions of this Indenture. (c) Each Holder and other Secured Party hereby agrees that (A) it will be bound by and will take no actions contrary to the provisions of any such intercreditor agreement or as requested by other agreements or documents, (B) the Majority Holders Liens on the Collateral securing the Obligations shall be subject in all respects to the provisions thereof and (subject to this Section 11.05), nor shall C) the Trustee and the Collateral Agent have are be authorized to take or be deemed to have refrain from taking any trust or fiduciary relationship actions in accordance with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence terms of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral AgentAgreement. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference and subject to the Collateral Agent is Documents, the Collateral Agent: (i) shall not intended be subject to connote any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing; (ii) shall not have any duty to take any discretionary action or expressexercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Collateral Documents or Intercreditor Agreement that the Collateral Agent is required to exercise; (iii) obligations arising under agency doctrine shall not, except as expressly set forth in the Collateral Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Issuer or any of its Affiliates that is communicated to or obtained by the person serving as the Collateral Agent or any of its Affiliates in any capacity; (iv) shall not be liable for any action taken or not taken by it (A) with the consent or at the request of the Trustee, (B) in the absence of its own gross negligence or willful misconduct or (C) in reliance on a certificate of an authorized officer of the Issuer stating that such action is permitted by the terms of the Intercreditor Agreement or any other Collateral Document. The Collateral Agent shall be deemed not to have actual knowledge of any Event of Default unless and until written notice describing such Event of Default is given by the Trustee or the Issuer and received by a Responsible Officer of the Collateral Agent; (v) shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with any Collateral Document, (B) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth therein or the occurrence of any Event of Default, (D) the validity, enforceability, effectiveness or genuineness of any Collateral Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (E) the value or the sufficiency of any Collateral, or (F) the satisfaction of any condition set forth in any Collateral Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent; and (vi) shall not be responsible or liable for creating, preserving, perfecting or validating the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the Collateral Documents or any lien and/or any filing, or recording or otherwise creating, perfecting, continuing or maintaining any lien or the perfection thereof. By accepting the New Notes, each Holder will be deemed to have irrevocably agreed to the foregoing provisions of the prior paragraph and shall be bound by those agreements to the fullest extent permitted by law. (d) Subject to the provisions of the applicable law. InsteadCollateral Document, such term is used merely as a matter each Holder, by its acceptance of market customthe New Notes, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, agrees that the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents execute and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause deliver the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and all agreements, power of attorney, documents and instruments incidental thereto, and act in accordance with the Intercreditor Agreementterms thereof. The Collateral Agent shall hold (directly or through any agent) and is directed by each Holder to so hold, (ii) bind the Trustee and shall be entitled to enforce on behalf of the Holders on the terms as set forth in such Security Documents and Collateral for their benefit, subject to the provisions of the Intercreditor Agreement and Agreement. Holders may not, individually or collectively, take any direct action to enforce any rights in their favor under the Collateral Documents. The Holders may only act by written instruction to the Trustee, subject to the terms hereof, which shall instruct the Collateral Agent. (iiie) perform and observe its obligations and exercise its rights and powers under If at any time or times the Trustee shall receive (1) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such Security Documents, including entering into amendments and other modifications permitted proceeds or payments received by the Trustee from the Collateral Agent pursuant to the terms of this Indenture, or (2) payments from the Intercreditor Agreement or Collateral Agent in excess of the Security Documents. Each Holderamount required to be paid to the Trustee pursuant to Article 5, the Trustee shall promptly turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent such proceeds to be applied by its acceptance of a Security, is deemed to have consented and agreed the Collateral Agent pursuant to the terms of each Security Document this Indenture and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders . (subject to this Section 11.05). f) The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or assure that the Collateral exists or is owned by any of the Collateral Grantors Issuer or Guarantor or is cared for, protected protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral GrantorIssuer’s or any Guarantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. . (g) Notwithstanding anything to the contrary in this Indenture or any Collateral Document, neither the Collateral Agent nor the Trustee shall be responsible for, and neither makes any representation regarding, the validity, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created thereby. (h) The grant benefits, protections and indemnities of permissive rights or powers the Trustee hereunder, as applicable of this Indenture shall apply mutatis mutandis to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable including, without limitation, the rights to reimbursement and indemnification. (i) The Collateral Agent is authorized and empowered to appoint one or responsible for the failure of the Company more co-Collateral Agents as it deems necessary or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due appropriate. (j) Subject to the insufficiency of Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which suits and proceedings as it may have insured deem expedient to protect or enforce the Company Liens securing the First Lien Obligations or any the Collateral Grantor, the Trustee, Documents to which the Collateral Agent or Trustee is a party or to prevent any other Person. The provisions impairment of Article 7, mutatis mutandis, shall apply to Collateral by any acts that may be unlawful or in violation of the Collateral Agent. Without limiting Documents or the generality of such preceding sentence, and notwithstanding anything Intercreditor Agreements to which the contrary contained in Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Intercreditor Agreement Trustee or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result deem expedient to preserve or protect its interests and the interests of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount the Collateral, including power to institute and in a form all satisfactory maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the Collateral Agent in its sole discretioninterests of Holders, protecting the Trustee or the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientAgent.

Collateral Agent. (a) The Trustee and each of Collateral Agent agrees that it will hold the Holders by acceptance of the Securities hereby authorize the appointment of security interests in the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent created under the Security Documents, and the Trustee and each of the Holders Collateral Documents to which it is a party as contemplated by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, and any and all proceeds thereof, for the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenturebenefit of, the Security Documents and the Intercreditor AgreementSecured Parties, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against without limiting the Collateral Agent. Without limiting the generality ’s rights, including under this Section 17.02, to act in preservation of the foregoing sentence, security interest in the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor AgreementCollateral. The Collateral Agent is authorized and directed empowered to appoint one or more co-collateral agents as it deems necessary or appropriate; provided, however, that no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder. (b) Neither the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless nor the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or nor any of the Holders as to their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness, or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including without limitation not being responsible for payment of any Taxes, charges or assessments upon the Collateral or otherwise as to the sufficiency maintenance of any Security Documentsthe Collateral, or that the Collateral is owned by for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Grantors Documents or is cared forany delay in doing so. Neither the Trustee nor the Collateral Agent nor any of their respective officers, protected directors, employees, attorneys or insured agents will be responsible or has been encumbered, liable for making any filings or that recordings to perfect or maintain the perfection of the Collateral Agent’s Liens have been properly Lien in the Collateral, including without limitation, the filing of any UCC financing statements, continuation statements, Mortgages or sufficiently any filings with respect to the U.S. Patent and Trademark Office or lawfully createdU.S. Copyright Office. (c) The Collateral Agent will be subject to such directions as may be given to it by the Trustee from time to time (as required or permitted by this Indenture). Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, perfectedand only if indemnified to its satisfaction, protected, maintained the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or enforced or are entitled otherwise enforce any Lien created under the Collateral Documents; or (iii) to take any other action whatsoever with regard to any particular priority, or to determine whether all of the Liens, Collateral Grantor’s property constituting Documents or Collateral. (d) The Collateral intended to Agent will be subject to the Lien and security interest accountable only for amounts that it actually receives as a result of the Security Documents has been properly enforcement of the Liens or Collateral Documents. (e) In acting as Collateral Agent hereunder and completely listed or deliveredunder the Collateral Documents, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or Collateral Agent shall be entitled to exercise at conclusively rely upon and enforce each and all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authoritiesprivileges, immunities, indemnities and powers granted or available benefits of the Trustee under Article 7; provided that any references in such Article 7 to “Trustee” shall be references to “Collateral Agent” and any references to “negligence” shall be references to “gross negligence”. (f) At all times when the Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of all Collateral Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.

Collateral Agent. The Trustee and each of the Holders by acceptance of the Securities Each Investor hereby authorize the appointment of irrevocably appoints the Collateral Agent as the Trustee’s its agent and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize authorizes the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action actions on their its behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreementhereof, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of The Person serving as the Collateral Agent hereunder shall be ministerial have the same rights and administrative powers in natureits capacity as an Investor as any other investor and may exercise the same as though it were not the Collateral Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Collateral Agent hereunder. The Collateral Agent shall not have any duties or responsibilities, obligations except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentenceforegoing, the use of the term “agent” in this Indenture with reference to (i) the Collateral Agent is shall not intended be subject to connote any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Collateral Agent shall not have any duty to take any discretionary action or express) obligations arising under agency doctrine of exercise any applicable law. Insteaddiscretionary powers, such term is used merely as a matter of market customexcept discretionary rights and powers expressly contemplated by this Agreement, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt(iii) except as expressly set forth herein, the Collateral Agent shall not have no discretion under this Indentureany duty to disclose, the Intercreditor Agreement or the Security Documents and shall not be required liable for the failure to make disclose, any information relating to the Company or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes Subsidiaries that is communicated to or the Trustee, as applicable. The Trustee is authorized and directed obtained by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, Person serving as applicable, to cause the Collateral Agent to enter into and perform or any of its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth Affiliates in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indentureany capacity. The Collateral Agent shall not be deemed to have knowledge liable for any action taken or notice not taken by it in the absence of the occurrence of any Default its own gross negligence or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenturewillful misconduct. The Collateral Agent shall take such action with respect be deemed not to such Default or have knowledge of any Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation unless and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral until written notice thereof is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available given to the Collateral Agent pursuant to this Indenture by the Company or an Investor (and, promptly after its receipt of any other Security Documentssuch notice, it being understood shall give each Investor and agreed that in respect of the CollateralCompany notice thereof), or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to and the Collateral Agent shall not be construed responsible for or have any duty to impose ascertain or inquire into (a) any statement, warranty or representation made in or in connection with any Secured Transaction Document, (b) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (c) the performance or observance of any of the covenants, agreements or other terms or conditions set forth therein, (d) the validity, enforceability, effectiveness or genuineness thereof or any other agreement, instrument or other document or (e) the satisfaction of any condition set forth in herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Grantors), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agent may perform any and all its duties to act. For and exercise its rights and powers by or through any one or more sub agents appointed by the avoidance Collateral Agent, provided that no such delegation shall serve as a release of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record waiver by the Company of any documents or instruments in rights hereunder. The Collateral Agent and any public office at such sub agent may perform any time or be responsible for perfection or maintaining the perfection and all its duties and exercise its rights and powers through their respective affiliates. The exculpatory provisions of the security interests purported preceding paragraphs shall apply to be created by any such sub agent and to the Security Documents and such responsibility shall be solely that of the Company. Each affiliates of the Collateral Agent and the Trusteeany such sub agent, each in its capacity as such, and shall not be liable or responsible apply to their respective activities acting for the failure Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Investors and the Company. Upon any such resignation, the Investors shall have the right to appoint a successor. If no successor shall have been so appointed by the Investors and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Company Investors, appoint a successor Collateral Agent which shall be a bank with an office in New York, New York, or an affiliate of any such bank. Upon the acceptance of its appointment as Collateral Grantor Agent hereunder by a successor, such successor shall succeed to maintain insurance on and become vested with all the Collateralrights, nor powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall it be responsible discharged from its duties and obligations hereunder. After the Collateral Agent’s resignation hereunder, the provisions of this Article shall continue in effect for any loss due to the insufficiency benefit of such insurance or by reason of the failure retiring Collateral Agent, its sub agents and their respective affiliates in respect of any insurer actions taken or omitted to pay the full amount be taken by any of any loss against which them while it may have insured to the Company or any was acting as Collateral GrantorAgent. Each Investor acknowledges that it has, the Trustee, independently and without reliance upon the Collateral Agent or any other PersonInvestor and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Secured Transaction Documents. The provisions of Article 7Each Investor also acknowledges that it will, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, independently and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event without reliance upon the Collateral Agent is entitled or required any other Investor and based on such documents and information as it shall from time to commence an time deem appropriate, continue to make its own decisions in taking or not taking action to foreclose under or otherwise exercise its remedies to acquire control based upon any Secured Transaction Document, any related agreement or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.document furnished thereunder

Collateral Agent. The Trustee Notwithstanding anything to the contrary herein, the following provisions shall govern the Collateral Agent's rights, powers, obligations and each duties under this Security Agreement: (a) Each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Trustee hereby designates and appoints U.S. Bank National Association to act as Collateral Agent under this Security Agreement and the Security Documentsother Note Documents to which it is a party, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize authorizes the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action actions on their its behalf under the provisions of the this Security Agreement and such other Note Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents Agreement and the Intercreditor Agreement, together with such powers as are reasonably incidental theretoother Note Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Agreement or any other Note Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the this Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have such other Note Documents or be deemed to have any trust or fiduciary relationship with any parties to the Trustee, any Holder, the Company First-Lien Documents or any Collateral Grantor, either before or after the occurrence of an Event of DefaultSecond-Lien Note Documents, and no implied covenants, functions, responsibilities, duties, obligations functions or liabilities responsibilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against Collateral Agent. (b) In no event shall the Collateral Agent have any obligation to inquire or investigate as to the correctness, veracity, or content of any instruction received from any other Note Documents. In no event shall the Collateral Agent have any liability in respect of any such instruction received by it and relied on with respect to any action or omission taken pursuant thereto. (c) With respect to the Collateral Agent. Without limiting the generality 's duties under this Security Agreement or any of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubtNote Documents, the Collateral Agent shall have no discretion under this Indenturemay act through its attorneys, accountants, experts and such other professionals as the Intercreditor Agreement Collateral Agent deems necessary, advisable or the Security Documents appropriate and shall not be required to make responsible for the misconduct or give negligence of any determinationattorney, consentaccountant, approval, request expert or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause other such professional appointed with due care. (d) Neither the Collateral Agent to enter into and perform nor any of its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agentexperts, to officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) enter into liable for any action lawfully taken or omitted to be taken by it under or in connection with this Security Agreement or any of the Security Note Documents to which it is a party and the Intercreditor Agreement(except for its gross negligence or willful misconduct), or (ii) bind responsible in any manner for any recitals, statements, representations or warranties (other than its own recitals, statements, representations or warranties) made in this Security Agreement or any of the Trustee and the Holders on the terms as set forth other Note Documents or in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documentsany certificate, including entering into amendments and report, statement or other modifications permitted document referred to or provided for in, or received by the terms Collateral Agent under or in connection with, this Security Agreement or any of the Note Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Intercreditor Security Agreement or any of the Security Documents. Each Holder, by its acceptance Note Documents or for any failure of a Security, is deemed the Grantors or any other Person to have consented perform their obligations hereunder and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenturethereunder. The Collateral Agent shall not be deemed under any obligation to have knowledge any Person to ascertain or notice to inquire as to (i) the observance or performance of any of the occurrence of any Default agreements contained in, or Event of Defaultconditions of, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee Security Agreement or any of the Holders as Note Documents or to inspect the existenceproperties, genuineness, value books or protection records of the Collateral Grantors, (ii) whether or not any representation or warranty made by any Person in connection with this Security Agreement or any Note Documents is true, (iii) the sufficiency performance by any Person of any its obligations under this Security Documents, Agreement or that the Collateral is owned by any of the Collateral Grantors Note Documents or is cared for, protected (iv) the breach of or insured default by any Person of its obligations under this Security Agreement or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Note Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. . (e) The grant of permissive rights or powers to the Collateral Agent shall not be construed bound to impose (i) account to any Person for any sum or the profit element of any sum received for its own account; (ii) disclose to any other Person any information relating to the Person if such disclosure would, or might, constitute a breach of any law or regulation or be otherwise actionable at the suit of any Person; (iii) be under any fiduciary duties or obligations other than those for which express provision is made in this Security Agreement or in any of the other Second Priority Debt Documents to act. For which it is a party; or (iv) be required to take any action that it reasonably believes, based on advice of counsel, is in conflict with any applicable law, this Security Agreement or any of the avoidance other Second Priority Debt Documents, or any order of doubt, nothing herein shall require the any court or administrative agency; (f) The Collateral Agent shall be authorized to file but shall not be responsible for filing any financing or continuation statements or continuation statements, to record recording any documents or instruments in any public office at any time or be responsible for perfection times or otherwise perfecting or monitoring or maintaining the perfection of any security interest in the security interests purported Collateral. It is expressly agreed, to be created the maximum extent permitted by the Security Documents and such responsibility shall be solely applicable law, that of the Company. Each of the Collateral Agent shall have no responsibility for (i) taking any necessary steps to preserve rights against any Person with respect to any Collateral or (ii) taking any action to protect against any diminution in value of the Collateral, but, in each case (A) subject to the requirement that the Collateral Agent may not act or omit to take any action if such act or omission would constitute gross negligence or willful misconduct and (B) the Trustee, each Collateral Agent may do so and all expenses reasonably incurred in its capacity as such, connection therewith shall be part of the Secured Obligations. (g) The Collateral Agent shall not be liable or responsible for any loss or diminution in the failure value of the Company or any Collateral Grantor to maintain insurance on of the Collateral, nor by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith, except to the extent of the Collateral Agent's gross negligence or willful misconduct. (h) The Collateral Agent shall it not be responsible for, nor incur any liability with respect to, (i) the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the security interest in any loss due to of the insufficiency Collateral, whether impaired by operation of such insurance law or by reason of any action or omission to act on its part under this Security Agreement or any of the failure of any insurer to pay the full amount of any loss against which it may have insured other Note Documents, except to the Company extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral Agent, (ii) the validity or sufficiency of the Collateral or any agreement or assignment contained therein, (iii) the validity of the title of the Grantors to the Collateral, (iv) insuring the Collateral Grantoror (v) the payment of taxes, charges or assessments upon the TrusteeCollateral or otherwise as to the maintenance of the Collateral. (i) Notwithstanding anything in this Security Agreement or any of the Note Documents to the contrary, (i) in no event shall the Collateral Agent or any officer, director, employee, representative or agent of the Collateral Agent be liable under or in connection with this Security Agreement or any of the Note Documents for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits or loss of opportunity, whether or not foreseeable, even if the Collateral Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought; and (ii) the Collateral Agent shall be afforded all of the rights, powers, immunities and indemnities set forth in this Security Agreement in all of the other PersonNote Documents to which it is a signatory as if such rights, powers, immunities and indemnities were specifically set out in each such Note Documents. In no event shall the Collateral Agent be obligated to invest any amounts received by it hereunder. (j) The Collateral Agent shall be entitled conclusively to rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, email, telex or teletype message, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or upon advice and/or statements of legal counsel, independent accountants and other experts selected by the Collateral Agent and need not investigate any fact or matter stated in any such document. Any such statement of legal counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The provisions Collateral Agent shall be fully justified in failing or refusing to take any action under this Security Agreement or any of Article 7the other Note Documents (i) if such action would, mutatis mutandis, shall apply to in the reasonable opinion of the Collateral Agent. Without limiting Agent (which may be based on the generality opinion of legal counsel), be contrary to applicable law or any of the Note Documents, (ii) if such preceding sentenceaction is not provided for in this Security Agreement or any of the other Note Documents, (iii) if, in connection with the taking of any such action hereunder or under any of the Note Documents that would constitute an exercise of remedies hereunder or under any of the Note Documents it shall not first be indemnified to its satisfaction by the Holders against any and all risk of nonpayment, liability and expense that may be incurred by it, its agents or its counsel by reason of taking or continuing to take any such action, or (iv) if, notwithstanding anything to the contrary contained in this IndentureSecurity Agreement, in connection with the taking of any such action that would constitute a payment due under any agreement or document, it shall not first have received from the Holders or the Grantors funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Security Agreement or any of the other Note Documents in accordance with a request of the requisite percentage of Holders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the other Holders and the Trustee. (k) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default unless and until the Collateral Agent has received a written notice or a certificate from the Grantors stating that a Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Security Agreement, the Intercreditor Agreement or any of the Security Documents, in the event Note Documents shall require the Collateral Agent is entitled to expend or required to commence an action to foreclose risk its own funds or otherwise exercise incur any financial liability in the performance of any of its remedies to acquire control or possession duties under this Security Agreement, any of the Collateralother Note Documents or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of moneys necessary to perform work or to take the action requested is not reasonably assured to it, the Collateral Agent shall not be required may decline to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, act unless the Collateral Agent has received security or it receives indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent it in its sole discretion, protecting including an advance of moneys necessary to take the Collateral Agent from all such liabilityaction requested. The Collateral Agent shall be under no obligation or duty to take any action under this Security Agreement or any of the other Note Documents or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified. (l) Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall become a Collateral Agent under this Security Agreement without the execution or filing of any paper or any further act on the part of the parties hereto except for written notice to the other parties hereto. (m) The Collateral Agent may resign as Collateral Agent at any time upon written notice to the Holders, Trustee and the Grantors and may be entitled removed at any time with or without cause by the Requisite Secured Parties, with any such resignation or removal to cease taking become effective only upon the appointment of a successor Collateral Agent under this Section. If the Collateral Agent shall provide notice of its resignation or be removed as Collateral Agent, then the Requisite Secured Parties shall (and if no such successor shall have been appointed within 45 days of the Second Priority Collateral Agent's resignation or removal, the Collateral Agent may) appoint a successor Collateral Agent which successor agent shall, in the case of any action described above if it no longer appointment by the Collateral Agent, be reasonably deems acceptable to the Requisite Secured Parties, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any indemnityother or further act or deed on the part of such former Collateral Agent (except that the resigning Collateral Agent shall deliver all Collateral then in its possession to the successor Collateral Agent and shall execute and deliver to the successor Collateral Agent such instruments of assignment and transfer and other similar documents as such successor Collateral Agent shall deem necessary or advisable (at the joint and several expense of the Grantors)). After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, security the provisions of this Security Agreement shall inure to its benefit as to any actions taken or undertaking from the Company or the Holders omitted to be sufficienttaken by it while it was Second Collateral Agent. In the event that a successor Collateral Agent is not appointed within the time period specified in this Section following the provision of a notice of resignation or removal of the Collateral Agent, the Collateral Agent or any other Second Priority Secured Party may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent (at the joint and several expense of the Grantors).

Collateral Agent. (a) The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, all the Intercreditor Agreement or rights and protections provided in the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction have all of the Holders of a majority in aggregate principal amount of rights and protections provided to the then outstanding Notes or collateral agent appointed pursuant to the TrusteeCEI Credit Agreement. (b) Subject to Section 7.01, as applicable. The neither the Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause nor the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or nor any of the Holders as to their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the Collateral legality, enforceability, effectiveness or the sufficiency of any the Security Documents, for the obtaining or that maintaining insurance on any Collateral, for the Collateral is owned by any of the Collateral Grantors or is cared forcreation, protected or insured or has been encumberedperfection, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, sufficiency or to determine whether all protection of any Lien securing the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the CollateralNotes Obligations, or any act, omission, defect or event related theretodeficiency as to any such matters. Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any Collateral in its possession or control or in the possession or control of the foregoing. The grant any agent or bailee or any income thereon or as to preservation of permissive rights against prior parties or powers to any other rights pertaining thereto and the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file responsible for filing any financing or continuation statements or continuation statements, to record recording any documents or instruments in any public office at any time or be responsible for perfection times or otherwise perfecting or maintaining the perfection of any security interest in the security interests purported to be created by the Security Documents and such responsibility Collateral. The Collateral Agent shall be solely that of deemed to have exercised reasonable care in the Company. Each custody of the Collateral Agent and the Trustee, each in its capacity as such, possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the failure value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. (c) Subject to the Security Documents and the First Lien Intercreditor Agreement, (i) the Trustee shall direct the Collateral Agent and (ii) except as directed by the Trustee as required or permitted by this Indenture and any other representatives or pursuant to the Security Documents, the holders acknowledge that the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any Lien securing the Notes Obligations; or (iii) to take any other action whatsoever with regard to any or all of the Lien securing the Notes Obligations, Security Documents or Collateral. (d) The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents and agrees to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the First Lien Intercreditor Agreement (and any future First Lien Intercreditor Agreement), any Junior Lien Intercreditor Agreement and Security Documents in each of its capacities thereunder. (e) If the Company or any applicable Restricted Subsidiary (i) Incurs First Priority Lien Obligations at any time when the First Lien Intercreditor Agreement is not in effect or at any time when Indebtedness constituting First Priority Lien Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) delivers to the Trustee and Collateral Grantor Agent an Officer’s Certificate so stating and requesting the Trustee and/or the Collateral Agent to maintain insurance enter into a First Lien Intercreditor Agreement in favor of a designated agent or representative for the holders of the First Priority Lien Obligations so Incurred, the holders acknowledge that the Trustee and the Collateral Agent is hereby authorized and directed to (and shall) enter into such intercreditor agreement, bind the holders on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to terms set forth therein and perform and observe its obligations thereunder. (f) If the Company or any Collateral Grantor, the Trustee, the Collateral Agent or applicable Restricted Subsidiary Incurs any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, Junior Lien Obligations and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory delivers to the Collateral Agent in its sole discretion, protecting and the Trustee an Officer’s Certificate requesting the Trustee and/or the Collateral Agent from all such liability. The enter into a Junior Lien Intercreditor Agreement with a designated agent or representative for the holders of the Junior Lien Obligations so Incurred, the Trustee and the Collateral Agent shall at any time be entitled are hereby authorized and directed to cease taking any action described above if it no longer reasonably deems any indemnity(and shall) enter into such intercreditor agreement, security or undertaking from bind the Company or holders on the Holders to be sufficientterms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Trustee Collateral Agent agrees that it will hold the security interests in the Collateral created under the Collateral Documents to which it is a party as contemplated by this Indenture, and each any and all proceeds thereof, for the benefit of, the Secured Parties, without limiting the Collateral Agent’s rights, including under this Section 17.02, to act in preservation of the Holders security interest in the Collateral. The Collateral Agent is authorized and empowered to appoint one or more co-collateral agents as it deems necessary or appropriate; provided, however, that no collateral agent hereunder shall be personally liable by acceptance reason of any act or omission of any other collateral agent hereunder. (b) Neither the Securities hereby authorize Trustee nor the appointment Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness, or sufficiency of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and for the creation, perfection, priority, sufficiency or protection of any Lien, including not being responsible for payment of any Taxes, charges or assessments upon the Collateral or otherwise as to the maintenance of the Collateral, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for making any filings or recordings to enter into perfect or maintain the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties perfection of the Collateral Agent shall be ministerial Agent’s Lien in the Collateral, including the filing of any UCC financing statements, continuation statements, Mortgages or any filings with respect to the U.S. Patent and administrative in nature, and the Trademark Office or U.S. Copyright Office. (c) The Collateral Agent shall not have any duties or responsibilities, obligations except those expressly set forth herein, in the Security Note Documents to which the Collateral Agent it is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Defaultparty, and no implied covenants, functions, responsibilities, duties, obligations or liabilities its duties hereunder shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agentadministrative in nature. Without limiting the generality of the foregoing sentenceforegoing, (1) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing and, without limiting the generality of the foregoing, the use of the term “agent” herein and in this Indenture the other Note Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. InsteadApplicable Law and instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii2) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed have any duty to impose duties to act. For the avoidance of doubttake any discretionary action or exercise any discretionary powers, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created except discretionary rights and powers that are expressly contemplated by the Security Note Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trusteethat, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due subject to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trusteeterms hereof, the Collateral Agent or any other Person. The provisions of Article 7is required to exercise as directed in writing by the Administrative Determination Holder(s), mutatis mutandis, shall apply prior to the Collateral Agent. Without limiting Braidwell Disposition Date, the generality of such preceding sentenceBraidwell Holders, and notwithstanding anything prior to the contrary contained in this IndentureDeerfield Disposition Date, the Intercreditor Agreement Deerfield Holders (or such number or percentage of the Security DocumentsHolders as shall be necessary, in the event or as the Collateral Agent is entitled or required shall believe in good faith to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of be necessary, under the Collateral, circumstances as provided in the Note Documents); provided that the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if that, in its opinion or the opinion of its counsel, may expose the Collateral Agent has determined to liability or that is contrary to any Note Document or Applicable Laws, and (3) except as expressly set forth in the Note Documents to which it is a party, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Note Party or any of its Affiliates that is communicated to or obtained by the Person serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Administrative Determination Holder(s), prior to the Braidwell Disposition Date, the Braidwell Holders, and prior to the Deerfield Disposition Date, the Deerfield Holders (or such other number or percentage of the Holders as shall be necessary, or as the Collateral Agent shall believe in good faith shall be necessary, under the circumstances as provided in the Note Documents) or in the absence of its own gross negligence or willful misconduct as determined by the final and non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default” and describing such Default or Event of Default) is given to a Responsible Officer of the Collateral Agent by the Company or any Holder. The Collateral Agent will be subject to such directions as may incur personal liability be given to it by the Trustee, or the Administrative Determination Holder(s), and prior to the Braidwell Disposition Date, the Braidwell Holders, and prior to the Deerfield Disposition Date, the Deerfield Holders, as applicable, from time to time (as required or permitted by this Indenture). The Collateral Agent will be subject to such directions as may be given to it by the Trustee or the Administrative Determination Holder(s), and prior to the Braidwell Disposition Date, the Braidwell Holders, and prior to the Deerfield Disposition Date, the Deerfield Holders, as applicable, from time to time (as required or permitted by this Indenture). Except as directed by the Administrative Determination Holder(s), prior to the Braidwell Disposition Date, the Braidwell Holders, and prior to the Deerfield Disposition Date, the Deerfield Holders, as applicable, as required or permitted by this Indenture and any other representatives, and only if indemnified to its satisfaction, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien created under the Collateral Documents; or (iii) except as expressly provided in Section 17.03, to take any other action whatsoever with regard to any or all of the Liens, Collateral Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the presence at, enforcement of the Liens or release on or fromCollateral Documents. (e) In acting as Collateral Agent hereunder and under the Collateral Documents, the Collateral Agent shall be entitled to conclusively rely upon and enforce each and all of the rights, privileges, immunities, indemnities and benefits of the Trustee under Article 7; provided that any references in such Article 7 to “Trustee” shall be references to “Collateral Agent” and any references to “negligence” shall be references to “gross negligence”. (f) The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such propertyPerson in fact meets the requirements set forth in the Note Documents for being the signatory, unless sender or authenticator thereof). The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Note Documents for being the maker thereof), and may act upon any such statement prior to receipt of written confirmation thereof and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (g) At all times when the Trustee is not itself the Collateral Agent has received security or indemnity from Agent, the Company will deliver to the Trustee, which shall deliver to the Holders in an amount and in a form of Notes, copies of all satisfactory Collateral Documents delivered to the Collateral Agent in its sole discretion, protecting and copies of all documents delivered to the Collateral Agent from all such liability. The pursuant to the Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientDocuments.

Collateral Agent. (a) The Trustee Collateral Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement or any other Loan Document. The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including its right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. The Collateral Agent may request that any Loan Party or the Administrative Agent deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any of the Holders other Loan Documents, which certificate may be signed by acceptance of the Securities hereby authorize the appointment any person authorized to sign such a certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. The permissive right of the Collateral Agent to take or refrain from taking action hereunder or under any of the other Loan Documents shall not be construed as a duty. Money held by the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each this Agreement or under any of the Holders other Loan Documents need not be segregated from other funds except to the extent required by acceptance law. The Collateral Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Borrower. The Collateral Agent may refrain from taking any action in any jurisdiction if, in its opinion, the taking of such action in that jurisdiction would be contrary to any law of that jurisdiction or of the Securities hereby irrevocably authorize State of New York, it would otherwise render it liable to any Person in that jurisdiction or the Collateral Agent State of New York, the taking of such action would require it to enter into obtain any license or otherwise qualify to do business or subject it to taxation in such jurisdiction, it would not have the Security Documents and the Intercreditor Agreement and power or authority to take such action on their behalf under in such jurisdiction by virtue of any law in that jurisdiction or in the provisions State of New York, or it is determined by any court or other competent authority in that jurisdiction or in the State of New York that it does not have such power or authority. Anything in this Agreement or in any of the Security Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinnotwithstanding, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor no event shall the Collateral Agent have be liable for special, indirect, consequential or be deemed punitive loss or damage of any kind whatsoever (including but not limited to have any trust or fiduciary relationship with the Trusteeloss of profit), any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to even if the Collateral Agent is not intended has been advised as to connote any fiduciary the likelihood of such loss or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, damage and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction regardless of the Holders form of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indentureaction. The Collateral Agent shall not be deemed to have knowledge liable for any error of judgment made in good faith by an officer or notice officers of the occurrence of any Default or Event of DefaultCollateral Agent, unless it shall be conclusively determined in a final non-appealable judgment by a court of competent jurisdiction that the Collateral Agent shall have received written notice from was grossly negligent or acting with willful misconduct in ascertaining the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05)pertinent facts. The Collateral Agent shall have no obligation and makes no representation whatsoever to expend or risk its own funds or otherwise incur any financial liability in the Trustee or performance of any of its duties hereunder. (b) Beyond the Holders exercise of reasonable care in the custody thereof and as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related theretootherwise specifically set forth herein, the Collateral Agent shall not have no other any duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant Collateral in its possession or control or in the possession or control of permissive any agent or bailee or any income thereon or as to preservation of rights against prior parties or powers to any other rights pertaining thereto and the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file responsible for filing any financing or continuation statements or continuation statements, to record recording any documents or instruments in any public office at any time or be responsible for perfection times or otherwise perfecting or maintaining the perfection of any security interest in the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the CompanyCollateral. Each of the The Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for any loss or diminution in the failure value of the Company or any Collateral Grantor to maintain insurance on of the Collateral, nor by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. (c) The Collateral Agent shall it not be responsible for the existence, genuineness or value of any loss due to of the insufficiency Collateral or for the validity, perfection, priority or enforceability of such insurance the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the failure extent such action or omission constitutes gross negligence or willful misconduct, as determined by the final nonappealable decision of a court of competent jurisdiction, on the part of the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any insurer Loan Party to pay the full amount Collateral, for insuring the Collateral or for the payment of any loss against taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. (d) Any Person into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of the Collateral Agent shall be the successor of the Collateral Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further act on the part of any of the parties hereto. (e) The Collateral Agent shall be entitled to rely upon any certificate, notice or other document (including any facsimile or electronic mail) believed by it to be genuine and correct and to have insured been signed or sent by or on behalf of the proper Person or Persons (without any duty (express or implied) of the Collateral Agent to verify the genuineness or correctness of any fact stated therein or propriety of the signatory or deliverer or otherwise the validity or enforceability thereof), and upon advice and statements of legal counsel, independent accountants and other experts selected by it. The Collateral Agent shall in all cases (including when any action by the Collateral Agent alone is authorized hereunder, if the Collateral Agent elects in its sole discretion to obtain instructions from the Administrative Agent, the Secured Parties or the Required Lenders) be fully protected in acting or in refraining from acting hereunder or under any Security Document pursuant to the Company or any Collateral Grantorwritten instructions of the Administrative Agent, the TrusteeSecured Parties or the Required Lenders and any action taken or failure to act pursuant thereto shall be binding on the Administrative Agent and the Secured Parties. Whenever in the administration of this Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon instructions from the Administrative Agent, the Secured Parties or the Required Lenders. (f) The Collateral Agent may refuse to perform any duty or exercise any power or right unless it receives indemnity reasonably satisfactory to it against any loss, liability or expense. (g) Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement or any other Person. The provisions Loan Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of Article 7judgment, mutatis mutandisexpression of satisfaction or other exercise of discretion, shall apply rights or remedies to be made (or not to be made) by the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained it is understood that in this Indenture, the Intercreditor Agreement or the Security Documents, in the event all cases the Collateral Agent is entitled shall be fully justified in failing or required refusing to commence an take any such action to foreclose under this Agreement or otherwise exercise its remedies to acquire control or possession such other Loan Document if it shall not have received written directions of the CollateralAdministrative Agent, Required Lenders or the Secured Parties in respect of such matter. Further, the Collateral Agent shall not be required permitted to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined request that the Collateral Agent may incur personal liability as a result all instructions and directions of the presence atAdministrative Agent, Required Lenders or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory Secured Parties provided to the Collateral Agent hereunder or under the other Security Documents be in its sole discretionwriting (and, protecting in such a case, the Collateral Agent shall be excused from all following any such liabilityinstructions or directions that are not in writing). The This provision is intended solely for the benefit of the Collateral Agent and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto. (h) The agreements in this Section 8.08 shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security survive the payment in full of the Secured Obligations and the termination of this Agreement and the Security Documents and the resignation or undertaking from removal of the Company or Collateral Agent and the Holders to be sufficientexercise of Write-Down and Conversion Powers by a Resolution Authority.

Collateral Agent. The Trustee Notwithstanding anything to the contrary herein, the following provisions shall govern the Collateral Agent’s rights, powers, obligations and each duties under this Agreement: (a) Each of the Holders by acceptance and the Trustee pursuant to Section 13.03 of the Securities hereby authorize the appointment of the Collateral Agent Indenture has designated and appointed U.S. Bank National Association to act as the Trustee’s and the Holders’ Collateral Agent under this Agreement and the Security Documentsother Note Documents to which it is a party, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize has authorized the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action actions on their its behalf under the provisions of the Security this Agreement and such other Note Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents Agreement and the Intercreditor Agreement, together with such powers as are reasonably incidental theretoother Note Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Agreement or any other Note Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor this Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have such other Note Documents or be deemed to have any trust or fiduciary relationship with any parties to the Trustee, any Holder, the Company First-Lien Documents or any Collateral Grantor, either before or after the occurrence of an Event of DefaultNote Documents, and no implied covenants, functions, responsibilities, duties, obligations functions or liabilities responsibilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against Collateral Agent. (b) In no event shall the Collateral Agent have any obligation to inquire or investigate as to the correctness, veracity, or content of any instruction received from any other Note Documents. In no event shall the Collateral Agent have any liability in respect of any such instruction received by it and relied on with respect to any action or omission taken pursuant thereto. (c) With respect to the Collateral Agent. Without limiting the generality ’s duties under this Agreement or any of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubtNote Documents, the Collateral Agent shall have no discretion under this Indenturemay act through its attorneys, accountants, experts and such other professionals as the Intercreditor Agreement Collateral Agent deems necessary, advisable or the Security Documents appropriate and shall not be required to make responsible for the misconduct or give negligence of any determinationattorney, consentaccountant, approval, request expert or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause other such professional appointed with due care. (d) Neither the Collateral Agent to enter into and perform nor any of its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agentexperts, to officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) enter into liable for any action lawfully taken or omitted to be taken by it under or in connection with this Agreement or any of the Security Note Documents to which it is (except for its gross negligence or willful misconduct, as determined by a party and the Intercreditor Agreementfinal non-appealable judgment of a court of competent jurisdiction), or (ii) bind responsible in any manner for any recitals, statements, representations or warranties (other than its own recitals, statements, representations or warranties) made in this Agreement or any of the Trustee and the Holders on the terms as set forth other Note Documents or in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documentsany certificate, including entering into amendments and report, statement or other modifications permitted document referred to or provided for in, or received by the terms Collateral Agent under or in connection with, this Agreement or any of the Note Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Intercreditor Agreement or any of the Security Documents. Each Holder, by its acceptance Note Documents or for any failure of a Security, is deemed the Grantors or any other Person to have consented perform their obligations hereunder and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenturethereunder. The Collateral Agent shall not be deemed under any obligation to have knowledge any Person to ascertain or notice to inquire as to (i) the observance or performance of any of the occurrence of any Default agreements contained in, or Event of Defaultconditions of, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee Agreement or any of the Holders as Note Documents or to inspect the existenceproperties, genuineness, value books or protection records of the Collateral Grantors, (ii) whether or not any representation or warranty made by any Person in connection with this Agreement or any Note Documents is true, (iii) the sufficiency performance by any Person of any Security Documents, its obligations under this Agreement or that the Collateral is owned by any of the Collateral Grantors Note Documents or is cared for, protected (iv) the breach of or insured default by any Person of its obligations under this Agreement or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Note Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. . (e) The grant of permissive rights or powers to the Collateral Agent shall not be construed bound to impose (i) account to any Person for any sum or the profit element of any sum received for its own account; (ii) disclose to any other Person any information relating to the Person if such disclosure would, or might, constitute a breach of any law or regulation or be otherwise actionable at the suit of any Person; (iii) be under any fiduciary duties or obligations other than those for which express provision is made in this Agreement or in any of the other Note Documents to act. For which it is a party; or (iv) be required to take any action that it reasonably believes, based on advice of counsel, is in conflict with any applicable law, this Agreement or any of the avoidance other Note Documents, or any order of doubt, nothing herein shall require the any court or administrative agency; (f) The Collateral Agent shall be authorized to file but shall not be responsible for filing any financing or continuation statements or continuation statements, to record recording any documents or instruments in any public office at any time or be responsible for perfection times or otherwise perfecting or monitoring or maintaining the perfection of any security interest in the security interests purported Collateral. It is expressly agreed, to be created the maximum extent permitted by the Security Documents and such responsibility shall be solely applicable law, that of the Company. Each of the Collateral Agent shall have no responsibility for (i) taking any necessary steps to preserve rights against any Person with respect to any Collateral or (ii) taking any action to protect against any diminution in value of the Collateral, but, in each case (A) subject to the requirement that the Collateral Agent may not act or omit to take any action if such act or omission would constitute gross negligence or willful misconduct and (B) the Trustee, each Collateral Agent may do so and all expenses reasonably incurred in its capacity as such, connection therewith shall be part of the Obligations. (g) The Collateral Agent shall not be liable or responsible for any loss or diminution in the failure value of the Company or any Collateral Grantor to maintain insurance on of the Collateral, nor by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith, except to the extent of the Collateral Agent’s gross negligence or willful misconduct. (h) The Collateral Agent shall it not be responsible for, nor incur any liability with respect to, (i) the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the security interest in any loss due to of the insufficiency Collateral, whether impaired by operation of such insurance law or by reason of any action or omission to act on its part under this Agreement or any of the failure of any insurer to pay the full amount of any loss against which it may have insured other Note Documents, except to the Company extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral Agent (as determined by a final non-appealable judgment of a court of competent jurisdiction), (ii) the validity or sufficiency of the Collateral or any agreement or assignment contained therein, (iii) the validity of the title of the Grantors to the Collateral, (iv) insuring the Collateral Grantoror (v) the payment of taxes, charges or assessments upon the TrusteeCollateral or otherwise as to the maintenance of the Collateral. (i) Notwithstanding anything in this Agreement or any of the Note Documents to the contrary, (i) in no event shall the Collateral Agent or any officer, director, employee, representative or agent of the Collateral Agent be liable under or in connection with this Agreement or any of the Note Documents for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits or loss of opportunity, whether or not foreseeable, even if the Collateral Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought; and (ii) the Collateral Agent shall be afforded all of the rights, powers, immunities and indemnities set forth in this Agreement in all of the other PersonNote Documents to which it is a signatory as if such rights, powers, immunities and indemnities were specifically set out in each such Note Documents. In no event shall the Collateral Agent be obligated to invest any amounts received by it hereunder. (j) The Collateral Agent shall be entitled conclusively to rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, email, telex or teletype message, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or upon advice and/or statements of legal counsel, independent accountants and other experts selected by the Collateral Agent and need not investigate any fact or matter stated in any such document. Any such statement of legal counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The provisions Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any of Article 7the other Note Documents (i) if such action would, mutatis mutandis, shall apply to in the reasonable opinion of the Collateral Agent. Without limiting Agent (which may be based on the generality opinion of legal counsel), be contrary to applicable law or any of the Note Documents, (ii) if such preceding sentenceaction is not provided for in this Agreement or any of the other Note Documents, (iii) if, in connection with the taking of any such action hereunder or under any of the Note Documents that would constitute an exercise of remedies hereunder or under any of the Note Documents it shall not first be indemnified to its satisfaction by the Holders against any and all risk of nonpayment, liability and expense that may be incurred by it, its agents or its counsel by reason of taking or continuing to take any such action, or (iv) if notwithstanding anything to the contrary contained in this IndentureAgreement, in connection with the taking of any such action that would constitute a payment due under any agreement or document, it shall not first have received from the Holders or the Grantors funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any of the other Note Documents in accordance with a request of the requisite percentage of Holders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the other Holders and the Trustee. (k) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default unless and until the Collateral Agent has received a written notice or a certificate from the Grantors stating that a Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement, the Intercreditor Agreement or any of the Security Documents, in the event Note Documents shall require the Collateral Agent is entitled to expend or required to commence an action to foreclose risk its own funds or otherwise exercise incur any financial liability in the performance of any of its remedies to acquire control or possession duties under this Agreement, any of the Collateralother Note Documents or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of moneys necessary to perform work or to take the action requested is not reasonably assured to it, the Collateral Agent shall not be required may decline to commence any such action or exercise any remedy or act unless it receives indemnity satisfactory; to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent it in its sole discretion, protecting including an advance of moneys necessary to take the Collateral Agent from all such liabilityaction requested. The Collateral Agent shall be under no obligation or duty to take any action under this Agreement or any of the other Note Documents or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified. (l) Any corporation into which the Collateral Agent may be merged, or with which it may he consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall become a Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto except for written notice to the other parties hereto. (m) The Collateral Agent may resign as Collateral Agent at any time upon written notice to the Holders, Trustee and the Grantors and may be entitled to cease taking removed at any action described above if it no longer reasonably deems any indemnity, security time with or undertaking from the Company or without cause by the Holders constituting at least the majority of the principal amount of the Notes outstanding (the “Requisite Holders”), with any such resignation or removal to become effective only upon the appointment of a successor Collateral Agent under this Section. If the Collateral Agent shall provide notice of its resignation or be removed as Collateral Agent, then the Requisite Holders shall (and if no such successor shall have been appointed within 45 days of the Second Priority Collateral Agent’s resignation or removal, the Collateral Agent may) appoint a successor Collateral Agent which successor agent shall, in the case of any appointment by the Collateral Agent, be reasonably acceptable to the Requisite Holders, and the former Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent (except that the resigning Collateral Agent shall deliver all Collateral then in its possession to the successor Collateral Agent and shall execute and deliver to the successor Collateral Agent such instruments of assignment and transfer and other similar documents as such successor Collateral Agent shall deem necessary or advisable (at the joint and several expense of the Grantors)). After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be sufficienttaken by it while it was Collateral Agent. In the event that a successor Collateral Agent is not appointed within the time period specified in this Section following the provision of a notice of resignation or removal of the Collateral Agent, the Collateral Agent or any other Secured Party may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent (at the joint and several expense of the Grantors).

Collateral Agent. The Trustee and each Each of the Holders by acceptance of the Securities Lender Parties hereby authorize the appointment of irrevocably appoints the Collateral Agent as the Trustee’s its agent hereunder and the Holders’ Collateral Agent under the Security Documents, other Loan Documents and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize authorizes the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action actions on their its behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor AgreementLoan Documents, together with such actions and powers as are reasonably incidental thereto. Notwithstanding The Person serving as Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any provision other Lender and may exercise the same as though it were not the Collateral Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Collateral Agent shall be ministerial and administrative in nature, and the hereunder. The Collateral Agent shall not have any duties or responsibilities, obligations except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral AgentLoan Documents. Without limiting the generality of the foregoing sentenceforegoing, the use of the term “agent” in this Indenture with reference to (a) the Collateral Agent is shall not intended be subject to connote any fiduciary or other implied (or express) obligations arising under agency doctrine duties, regardless of any applicable law. Instead, such term is used merely as whether a matter of market custom, Default has occurred and is intended continuing; (b) the Collateral Agent shall not have any duty to create take any discretionary action or reflect only an administrative relationship between independent contracting parties. For exercise any discretionary powers, except as expressly set forth in this Agreement; and (c) except as expressly set forth in the avoidance of doubtLoan Documents, the Collateral Agent shall not have no discretion under this Indentureany duty to disclose, the Intercreditor Agreement or the Security Documents and shall not be required liable for the failure to make disclose, any information relating to any Loan Party or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes Subsidiaries that is communicated to or the Trustee, as applicable. The Trustee is authorized and directed obtained by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, Person serving as applicable, to cause the Collateral Agent to enter into and perform or any of its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth Affiliates in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indentureany capacity. The Collateral Agent shall not be deemed to have knowledge liable for any action taken or notice not taken by it in the absence of the occurrence of any Default its own gross negligence or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenturewillful misconduct. The Collateral Agent shall take such action not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with respect to such Default any Loan Document; (ii) the contents of any certificate, report or Event other document delivered hereunder or in connection with any Loan Document; (iii) the performance or observance of Default as may be requested by any of the Trustee covenants, agreements or other terms or conditions set forth in accordance any Loan Document; (iv) the adequacy, accuracy or completeness of any information (whether oral or written) set forth or in connection with Article 6 any Loan Document; (v) the legality, validity, enforceability, effectiveness, adequacy or genuineness of any Loan Document or any other agreement, instrument or document; (vi) the creation, perfection or priority of Liens on the Collateral or the Majority Holders existence of the Collateral; or (subject vii) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to this Section 11.05)confirm receipt of items expressly required to be delivered to the Collateral Agent. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any representation, notice, request, certificate, consent, statement, instrument, document or other writing or communication reasonably believed by it to be genuine, correct and to have no obligation been authorized, signed or sent by the proper Person. The Collateral Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and makes no representation whatsoever to other experts reasonably selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency advice of any Security Documentssuch counsel, accountants or that the experts. The Collateral is owned by Agent may perform any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether and all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien its duties and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, its rights and powers granted by or available to through any one or more sub-agents appointed by the Collateral Agent pursuant to this Indenture or in its reasonable discretion. The Collateral Agent and any other Security Documents, it being understood such sub-agent may perform any and agreed that in respect all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the Collateral, or preceding paragraphs shall apply to any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever such sub-agent and to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each Related Parties of the Collateral Agent and any such sub-agent, and shall apply to their respective activities in connection with the Trusteesyndication of the credit facilities provided for herein as well as activities as the Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Lenders, the Administrative Agent, the Issuing Banks and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed) in the absence of continuing Event of Default, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and the Borrower Representative and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Lender Parties, appoint a successor Collateral Agent which shall be a commercial bank or an Affiliate of any such commercial bank, in either case acceptable to the Borrower Representative in the absence of a continuing Event of Default (such acceptance not to be unreasonably withheld or delayed). Upon the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges, obligations and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and successor Collateral Agent. After any Collateral Agent’s resignation hereunder, the provisions of this Article, Sections 2.18(c) and 9.03 shall continue in effect for the benefit of such retiring Collateral Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Lender Party hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Collateral Agent; (b) the Collateral Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in its capacity as such, or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or responsible for examinations, and that any Person performing any field examination will inspect only specific information regarding the failure Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, Loan Parties’ personnel and that the Collateral Agent undertakes no obligation to update, correct or supplement the Reports; and (d) it will not share the Report with any Loan Party or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything will otherwise keep all Reports confidential in accordance with Section 9.12, except as otherwise permitted pursuant to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientAgreement.

Collateral Agent. (a) The Trustee and each of the Holders Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenturebenefits hereof, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental theretoother Secured Parties. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the The Collateral Agent shall be ministerial and administrative in natureobligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Pledged Collateral), solely in accordance with this Agreement and the Credit Agreement; provided, the Collateral Agent shall not shall, after all Secured Obligations have been Paid in Full under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any duties or responsibilities, except those expressly set forth herein, remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Security Documents Hedge Agreements (or, with respect to which the Collateral Agent is a party and the Intercreditor any Hedge Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship that has been terminated in accordance with the Trustee, any Holderits terms, the Company or amount then due and payable (exclusive of expenses and similar payments but including any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agentearly termination payments then due) under such Hedge Agreement) under all Hedge Agreements. Without limiting the generality For purposes of the foregoing sentence, settlement amount for any Hedge Agreement that has not been terminated shall be the use settlement amount as of the term “agent” in this Indenture with reference last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine a negative number shall be disregarded for purposes of any applicable lawdetermining the Majority Holders. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction In furtherance of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms foregoing provisions of this IndentureSection 10, the Intercreditor Agreement or the Security Documents. Each Holdereach Secured Party, by its acceptance of a Securitythe benefits hereof, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent agrees that it shall have no obligation and makes no representation whatsoever right individually to the Trustee or realize upon any of the Holders as to the existence, genuineness, value or protection of the Pledged Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documentshereunder, it being understood and agreed by such Secured Party that in respect of the Collateral, or any act, omission, or event related thereto, all rights and remedies hereunder may be exercised solely by the Collateral Agent shall have no other duty or liability whatsoever to for the Trustee or any Holder as to any benefit of Secured Parties in accordance with the terms of this Section 10. The provisions of the foregoing. The grant of permissive rights or powers Credit Agreement relating to the Collateral Agent shall not be construed including, without limitation, the provisions relating to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements resignation or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each removal of the Collateral Agent and the Trustee, each in its capacity as such, powers and duties and immunities of the Collateral Agent are incorporated herein by this reference and shall not be liable survive any termination of the Credit Agreement. (b) The Collateral Agent shall have the right to appoint one or responsible more sub-agents for the failure purpose of retaining physical possession of the Company or any Collateral Grantor to maintain insurance on the Pledged Collateral, nor shall it which may be responsible for any loss due to held (in the insufficiency of such insurance or by reason discretion of the failure Collateral Agent) in the name of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral relevant Grantor, the Trustee, endorsed or assigned in blank or in favor of the Collateral Agent or any other Person. The provisions nominee or nominees of Article 7, mutatis mutandis, shall apply to the Collateral Agent or a sub-agent appointed by the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.

Collateral Agent. The Trustee and each of the Holders by (a) By their acceptance of the Securities Notes, the Holders hereby authorize designate and appoint the appointment of the Trustee to serve as Collateral Agent and as the Trustee’s and the Holders’ Collateral Agent their agent under this Indenture, the Security Documents, the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement and the Trustee and each of the Holders by acceptance of the Securities Notes hereby irrevocably authorize authorizes the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their its behalf under the provisions of this Indenture, the Security Documents Documents, the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents Documents, the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement, together and consents and agrees to the terms of the Alabama Intercreditor Agreement, the Junior Lien Intercreditor Agreement and each Security Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Trustee acknowledges that the Collateral Agent agrees to act as such powers on the express conditions contained in this Section 11.09. The provisions of this Section 11.09 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any rights as are reasonably incidental theretoa third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 11.03. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture, the Alabama Intercreditor Agreement, the Junior Lien Intercreditor Agreement and the Security Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein or therein, shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents Documents, the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein and in the Security other Notes Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05)party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Company Holder or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and Documents, the Alabama Intercreditor Agreement or the Junior Lien Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the . (b) The Collateral Agent shall have no discretion may perform any of its duties under this Indenture, the Security Documents, the Alabama Intercreditor Agreement or the Security Documents Junior Lien Intercreditor Agreement by or through receivers, agents, employees, attorneys-in-fact or through its Related Persons and shall not be required entitled to make advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed opinion given by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreementlegal counsel. The Collateral Agent is authorized and directed by shall not be responsible for the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith. (c) None of the Collateral Agent, to Agent or any of its Related Persons shall (i) enter into be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except to the extent that the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct) or under or in connection with any Security Document, the Alabama Intercreditor Agreement or the Junior Lien Intercreditor Agreement or the transactions contemplated thereby (except to the extent that the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Grantor or Affiliate of any Grantor, or any Officer or Related Persons thereof, contained in this Indenture, or any other Notes Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture, the Security Documents to which it is a party and Documents, the Alabama Intercreditor Agreement or the Junior Lien Intercreditor Agreement, (ii) bind or the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documentsvalidity, including entering into amendments and other modifications permitted by the terms effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Security Documents, the Alabama Intercreditor Agreement or the Junior Lien Intercreditor Agreement, or for any failure of any Grantor or any other party to this Indenture, the Security Documents, the Alabama Intercreditor Agreement or the Junior Lien Intercreditor Agreement to perform its obligations hereunder or thereunder. Each HolderNone of the Collateral Agent or any of its respective Related Persons shall be under any obligation to the Trustee or any Holder to monitor, ascertain or inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Security Documents, the Alabama Intercreditor Agreement or the Junior Lien Intercreditor Agreement or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by its acceptance of a Security, is deemed telephone or e-mail) believed by it to be genuine and correct and to have consented been signed, sent, or made by the proper Person or Persons, and agreed upon advice and statements of legal counsel (including, without limitation, counsel to the Issuer or any other Grantor), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Collateral Agent shall be fully justified in failing or refusing to take action under the Notes Documents unless it shall first receive such advice or concurrence from the party or parties entitled to give instructions to the Collateral Agent under the terms of each Security Document and the Intercreditor Collateral Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. . (e) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of the Collateral Agent shall have received written notice from the Trustee or unless the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a written “notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders of a majority in aggregate principal amount of the Notes (subject to this Section 11.0511.09 and the terms of the Collateral Agreement and the Alabama Intercreditor Agreement). (f) U.S. Bank National Association and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with any Grantor and its Affiliates as though it was not the Collateral Agent hereunder and without notice to or consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, U.S. Bank National Association or its Affiliates may receive information regarding any Grantor or its Affiliates (including information that may be subject to confidentiality obligations in favor of any such Grantor or such Affiliate) and acknowledge that the Collateral Agent shall not be under any obligation to provide such information to the Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of the U.S. Bank National Association to advance funds. (g) The Collateral Agent may resign at any time subject to the terms of the Collateral Agreement and the procedures set forth therein. (h) The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees, attorneys, representatives or agents shall be responsible for any act or failure to act hereunder, except to the extent such act is found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct. (i) By their acceptance of the Notes hereunder, the Collateral Agent is authorized and directed by the Holders to (i) enter into the Security Documents to which it is party, whether executed on or after the Issue Date, (ii) enter into the Alabama Intercreditor Agreement, (iii) enter into the Junior Lien Intercreditor Agreement, (iv) bind the Holders on the terms as set forth in the Security Documents, the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement and (v) perform and observe its obligations under the Security Documents, the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement. (j) The Trustee agrees that it shall not (and shall not be obliged to), and shall not instruct the Collateral Agent to, unless specifically requested to do so by the Holders of a majority in aggregate principal amount of the Notes, take or cause to be taken any action to enforce its rights under this Indenture or the other Notes Documents or against any Grantor, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article 6, the Trustee shall promptly turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent, such proceeds to be applied by the Collateral Agent pursuant to the terms of this Indenture, the Security Documents, the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement. (k) The Collateral Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Issuer, the Trustee shall notify the Collateral Agent thereof and promptly shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. (l) The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee Trustee, any of the Holders, or any of the Holders as Noteholder Secured Parties to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or assure that the Collateral exists or is owned by any of the Collateral Grantors Grantor or is cared for, protected protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture Indenture, any Security Document, the Alabama Intercreditor Agreement or any the Junior Lien Intercreditor Agreement other than pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of the Notes or if there are Other First Lien Obligations then outstanding, the Applicable Authorized Representative or, if there are Designated Priority Obligations then outstanding, the Designated Priority Representative or as otherwise provided in the Security Documents, the Alabama Intercreditor Agreement or the Junior Lien Intercreditor Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee Trustee, any Holder, or any Holder Noteholder Secured Party as to any of the foregoing. The grant . (m) If the Issuer incurs any obligations in respect of permissive rights or powers to Junior Lien Indebtedness, the Collateral Agent shall not be construed to impose duties to act. For (and is hereby authorized and directed to) enter into an intercreditor agreement in the avoidance of doubt, nothing herein shall require form attached as Exhibit E with a designated agent or representative for the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection holders of the security interests purported to be created by Obligations so incurred (at the Security Documents sole expense and such responsibility shall be solely that cost of the Company. Each Issuer, including legal fees and expenses of the Collateral Agent and Agent), bind the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance Holders on the Collateral, nor shall it be responsible for any loss due terms set forth therein and perform and observe its obligations thereunder. To the extent that the Junior Lien Intercreditor Agreement is then in effect with respect to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trusteeexisting Junior Lien Indebtedness, the Collateral Agent shall (and is hereby authorized and directed to) enter into a joinder agreement to such Junior Lien Intercreditor Agreement with a designated agent or any other Person. The provisions representative for the holders of Article 7the Obligations so incurred (at the sole expense and cost of the Issuer, mutatis mutandis, shall apply to including legal fees and expenses of the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding ). (n) [intentionally omitted]. (o) Notwithstanding anything to the contrary contained in this Indenture, the Alabama Intercreditor Agreement, the Junior Lien Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required instructed by the Trustee on behalf of the Holders to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under any mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent it may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless the Collateral Agent has received security or indemnity from the Holders (and the holders of other First Lien Obligations (if any) whose representative has similarly instructed the Collateral Agent) in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.takin

Collateral Agent. The Trustee and Collateral Agent has been appointed to act as Collateral Agent hereunder by each of the Holders Secured Party by their acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental theretobenefits hereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the The Collateral Agent shall be ministerial and administrative in natureobligated, and shall have the Collateral Agent shall not have right hereunder, to make demands, to give notices, to exercise or refrain from exercising any duties rights, and to take or responsibilitiesrefrain from taking any action (including, except those expressly set forth hereinwithout limitation, the release or substitution of Collateral), solely in the Security Documents to which the Collateral Agent is a party accordance with this Agreement and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral AgentSecurities Purchase Agreement. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into no amendment, modification, termination, or consent shall be effective if the Security Documents to which it is a party and effect thereof would release all or substantially all of the Intercreditor Agreement, (ii) bind Collateral except as expressly provided herein. In furtherance of the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms foregoing provisions of this IndentureSection, the Intercreditor Agreement or the Security Documents. Each Holdereach Secured Party, by its acceptance of a Securitythe benefits hereof, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent agrees that it shall have no obligation and makes no representation whatsoever right individually to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by realize upon any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documentshereunder, it being understood and agreed by such Secured Party that in respect of the Collateral, or any act, omission, or event related thereto, all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of each Secured Party in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to each Secured Party and Grantor, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Grantor and Collateral Agent signed by the parties holding more than 50% of the Secured Obligations (the “Requisite Parties”). Upon any such notice of resignation or any such removal, Requisite Parties shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers right, upon five (5) Business Days’ notice to the Collateral Agent Agent, following receipt of Grantor’s consent (which shall not be construed unreasonably withheld or delayed and which shall not be required while an Event of Default exists), to impose duties to actappoint a successor Collateral Agent. For Upon the avoidance acceptance of doubt, nothing herein shall require the any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor shall become Collateral Agent under this Agreement, and such successor Collateral Agent shall thereupon succeed to file and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements or continuation statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection such successor Collateral Agent of the security interests purported created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be created taken by the Security Documents and such responsibility shall be solely that of the Company. Each of it under this Agreement while it was the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficienthereunder.

Collateral Agent. The Trustee and each (a) At the direction of the Holders by acceptance of the Securities Notes, the Trustee shall appoint a collateral agent, which shall be authorized to act on behalf of and for the benefit of the Holders of the Notes. In accordance with the foregoing, on the Issue Date, Deutsche Bank Trust Company Americas is hereby authorize appointed by the appointment Trustee, at the direction of the Holders of the Notes, to serve as Collateral Agent for the benefit of the Holders of the Notes. (b) The Collateral Agent appointed by the Trustee as provided in Section 10.08(a) hereof shall be the secured party of record with respect to the security interests created in respect of the Collateral under the Collateral Documents and shall hold such Collateral for the benefit of the Holders of the Notes. (c) The Collateral Agent shall hold (directly or through co-agents), and shall be entitled to enforce, all Liens on the Collateral created by the Collateral Documents in accordance with the terms of the Collateral Documents. Neither the Company or any of the Guarantors nor their respective Affiliates may serve as Collateral Agent. (d) Except as provided in the Collateral Documents, the Collateral Agent shall not be obligated to: (i) act upon directions purported to be delivered to it by any Person; (ii) foreclose upon or otherwise enforce any Lien; or (iii) take any other action whatsoever pursuant to any or all of the Collateral Documents, the Liens created thereby or the Collateral. (e) A resignation or removal of the Collateral Agent as the Trustee’s and the Holders’ appointment of a successor Collateral Agent under will become effective pursuant to the Security terms of the Collateral Documents. (f) The Collateral Agent shall be entitled to all the rights, protections, privileges and immunities granted to the Trustee and each of under this Indenture. Whenever reference is made in this Indenture or the Holders Collateral Documents to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by acceptance of the Securities hereby irrevocably authorize the Collateral Agent or to enter into any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to Collateral Agent, it is understood that in all cases the Collateral Agent shall be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the terms Trustee. This provision is intended solely for the benefit of this Indenturethe Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, the Security Documents and the Intercreditor Agreementclaim or counterclaim, together with such powers as are reasonably incidental thereto. Notwithstanding or confer any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the rights or benefits on any party hereto. (g) The duties of the Collateral Agent shall be ministerial mechanical and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Defaulthave, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee reason hereof or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, a fiduciary relationship with any Holder, the Company, any Guarantor or that the Collateral is owned by any other Person, and nothing herein or in any of the Collateral Grantors Documents, inferred or implied, is cared for, protected intended to or insured or has been encumbered, or that shall be so construed as to impose upon the Collateral Agent’s Liens have been properly Agent any duties, responsibilities or sufficiently obligations in respect hereof or lawfully created, perfected, protected, maintained or enforced or are entitled to of any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, except as expressly set forth herein or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficienttherein.

Collateral Agent. The Trustee and each of the Holders Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the Securities hereby authorize benefits hereof, the appointment of the other Secured Parties. The Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documentsshall be obligated, and shall have the Trustee right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and each to take or refrain from taking any action (including, without limitation, the release or substitution of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and Collateral), solely in accordance with this Agreement, the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to Second Lien Credit Agreement; provided, the Collateral Agent by shall, after payment in full of all Obligations under the terms Second Lien Credit Agreement, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of this Indenturethe holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the Security Documents amount then due and the Intercreditor payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement, together with such powers as are reasonably incidental thereto) under all Hedge Agreements. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality For purposes of the foregoing sentence, settlement amount for any Hedge Agreement that has not been terminated shall be the use settlement amount as of the term “agent” in this Indenture with reference last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine a negative number shall be disregarded for purposes of any applicable lawdetermining the Majority Holders. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction In furtherance of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms foregoing provisions of this IndentureSection, the Intercreditor Agreement or the Security Documents. Each Holdereach Secured Party, by its acceptance of a Securitythe benefits hereof, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent agrees that it shall have no obligation and makes no representation whatsoever right individually to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by realize upon any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documentshereunder, it being understood and agreed by such Secured Party that in respect of the Collateral, or any act, omission, or event related thereto, all rights and remedies hereunder may be exercised solely by the Collateral Agent shall have no other duty or liability whatsoever to for the Trustee or any Holder as to any benefit of Secured Parties in accordance with the terms of this Section. The provisions of the foregoing. The grant of permissive rights or powers Second Lien Credit Agreement and the Intercreditor Agreement relating to the Collateral Agent shall not be construed including, without limitation, the provisions relating to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements resignation or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each removal of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure powers and duties and immunities of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or are incorporated herein by this reference and shall survive any other Person. The provisions termination of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Second Lien Credit Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientIntercreditor Agreement.

Collateral Agent. The Trustee (a) U.S. Bank National Association shall initially act as Collateral Agent and each of shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Holders by acceptance of Security Documents or the Securities hereby authorize the appointment of Intercreditor Agreements, neither the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documentsnor any of its officers, and the Trustee and each directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Holders by acceptance Notes Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and request of any other Person or to take such any other action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated whatsoever with regard to the Notes Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental theretoor any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreements or the Security Documents and the Intercreditor AgreementDocuments, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinin this Indenture, in the Intercreditor Agreements and in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05)party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Company Issuer or any Collateral Grantor, either before or after the occurrence of an Event of DefaultGuarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or the Security Documents and the Intercreditor Agreement or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture Indenture, the Intercreditor Agreements and the Security Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction). (b) The Collateral Agent is authorized and directed to (i) enter into the Security Documents, (ii) enter into the Intercreditor Agreements, (iii) bind the Holders on the terms as set forth in the Security Documents and the Intercreditor Agreements and (iv) perform and observe its obligations under the Security Documents and the Intercreditor Agreements. (c) If the Issuer or any Guarantors Incur any obligations in respect of any First Priority Lien Obligations at any time when no intercreditor agreement with respect thereto is in effect or at any time when Indebtedness constituting First Priority Lien Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, the Issuer shall deliver to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an Intercreditor Agreement in favor of a designated agent or representative for the holders of the First Priority Lien Obligations so Incurred, and the Trustee and the Collateral Agent shall (and are hereby authorized and directed to) enter into such Intercreditor Agreement, bind the Holders on the terms set forth therein and perform and observe their obligations thereunder. (d) The Collateral Agent shall act pursuant to the instructions of the Holders and the Trustee with respect to the Security Documents and the Notes Collateral. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement Agreements or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the requisite Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The After the occurrence of an Event of Default, the Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause may direct the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications connection with any action required or permitted by the terms of this Indenture, the Intercreditor Agreement Security Documents or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. Agreements. (e) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee Trustee, a Holder or unless the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a written “notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenturedefault”. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (of a majority in aggregate principal amount of the Securities subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any Article 11. (f) No provision of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein Document shall require the Collateral Agent (or the Trustee) to file financing statements expend or continuation statements, risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to record take or omit to take any documents action hereunder or instruments thereunder or take any action at the request or direction of Holders (or the Trustee in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each case of the Collateral Agent and the Trustee, each in its capacity as such, Agent) if it shall not be liable or responsible have reasonable grounds for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency believing that repayment of such insurance or by reason of the failure of any insurer funds is not assured to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Personit. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding Notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement Agreements or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Notes Collateral, the Collateral Agent shall not be required to commence any such action or action, exercise any remedy or to remedy, inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Notes Collateral or such property, property of any hazardous substances unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above in this Section 11.09(f) if it no longer reasonably deems any indemnity, security or undertaking from the Company Issuer or the Holders to be sufficient. (g) The Collateral Agent shall not be responsible in any manner to any of the Trustee or any Holder for the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Security Documents or the Intercreditor Agreements or for any failure of the Issuer, any Guarantor or any other party to this Indenture, the Security Documents or the Intercreditor Agreements to perform its obligations hereunder or thereunder. The Collateral Agent shall not be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Security Documents or the Intercreditor Agreements or to inspect the properties, books or records of the Issuer or the Guarantors. (h) The parties hereto and the Holders hereby agree and acknowledge that the Collateral Agent shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Indenture, the Intercreditor Agreements or the Security Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that, in the exercise of its rights under this Indenture, the Intercreditor Agreements and the Security Documents, the Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Notes Collateral and that any such actions taken by the Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Notes Collateral. (i) Upon the receipt by the Collateral Agent of a written request of the Issuer signed by two Officers pursuant to this Section 11.09(i) (a “Security Document Order”), the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, any Security Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to, and is a Security Document Order referred to in, this Section 11.09(i) and (ii) instruct the Collateral Agent to execute and enter into such Security Document. Any such execution of a Security Document shall be at the direction and expense of the Issuer, upon delivery to the Collateral Agent of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such Security Document have been satisfied. The Holders, by their acceptance of the Securities, hereby authorize and direct the Collateral Agent to execute such Security Documents. (j) The Collateral Agent’s resignation or removal shall be governed by provisions equivalent to Section 7.07(a), Section 7.07(b), Section 7.07(c), Section 7.07(d) and Section 7.07(f). (k) The Collateral Agent shall be entitled to all of the protections, immunities, indemnities, rights and privileges of the Trustee set forth in this Indenture, and all such protections, immunities, indemnities, rights and privileges shall apply to the Collateral Agent in its roles under any Security Document or the Intercreditor Agreements, whether or not expressly stated therein.

Collateral Agent. (a) The Trustee and each of the Holders by acceptance of the Securities Notes hereby authorize the appointment of designates and appoints the Collateral Agent as its agent under this Indenture, the Trustee’s Collateral Documents and the Holders’ Collateral Agent under the Security Documents, Intercreditor Agreements and the Trustee and each of the Holders by acceptance of the Securities Notes hereby irrevocably authorize authorizes the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their its behalf under the provisions of this Indenture, the Security Collateral Documents and the Intercreditor Agreements and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Collateral Documents and the Intercreditor AgreementAgreements, together and consents and agrees to the terms of the Intercreditor Agreements and each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Agent agrees to act as such powers on the express conditions contained in this Section 12.9. The provisions of this Section 12.9 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any rights as are reasonably incidental theretoa third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 12.4. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Indenture, the Intercreditor Agreements and the Collateral Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Collateral Documents and the Intercreditor AgreementAgreements, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein and in the Security other Notes Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05)party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Company Holder or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Collateral Documents and the Intercreditor Agreement Agreements or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the . (b) The Collateral Agent shall have no discretion may perform any of its duties under this Indenture, the Intercreditor Agreement Collateral Documents or the Security Documents Intercreditor Agreements by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates, (a “Related Person”) and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Collateral Agent shall not be required responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith. (c) None of the Collateral Agent or any of its respective Related Persons shall (i) be liable for any action taken or omitted to make be taken by any of them under or give in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any determinationCollateral Document or the Intercreditor Agreements or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer, the Co-Issuer or any other Grantor or Affiliate of any Grantor, or any Officer or Related Person thereof, contained in this Indenture, or any other Notes Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture, the Collateral Documents or the Intercreditor Agreements, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Collateral Documents or the Intercreditor Agreements, or for any failure of any Grantor or any other party to this Indenture, the Collateral Documents or the Intercreditor Agreements to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its respective Related Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Collateral Documents or the Intercreditor Agreements or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, approvalcertificate, request affidavit, letter, telegram, facsimile, certification, telephone message, statement, or direction other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the written direction Issuers or any other Grantor), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture, the Collateral Documents or the Intercreditor Agreements unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Collateral Documents or the Intercreditor Agreements in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to Holders. (ie) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Trust Officer of the Collateral Agent shall have received written notice from the Trustee or unless the Issuers referring to this Indenture, describing such Default or Event of Default and stating that such notice is a written “notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 VI or the Majority Holders of a majority in aggregate principal amount of the Notes (subject to this Section 11.0512.9). . (f) The Collateral Agent shall have no obligation and makes no representation whatsoever may resign at any time by notice to the Trustee or any and the Issuers, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the Issuers shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of the Holders as to the existence, genuineness, value or protection resignation of the Collateral or Agent (as stated in the sufficiency notice of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related theretoresignation), the Collateral Agent shall have no other duty or liability whatsoever may appoint, after consulting with the Trustee, subject to the Trustee or any Holder as to any consent of the foregoingIssuers (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor collateral agent. The grant If no successor collateral agent is appointed and consented to by the Issuers pursuant to the preceding sentence within thirty (30) days after the intended effective date of permissive rights or powers to resignation (as stated in the notice of resignation) the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.petition a court of competent jurisdiction to

Collateral Agent. (a) The Collateral Agent may be delegated any one or more of the duties or rights of the Trustee hereunder or under the Collateral Documents or the Intercreditor Agreement. The Collateral Agent shall be a Person who would be eligible to act as Trustee under this Indenture. The Collateral Agent shall have the rights and duties as may be specified in an agreement between the Trustee and the Collateral Agent. By its acceptance of Securities, each Holder hereby appoints U.S. Bank National Association as the initial Collateral Agent. Neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Holders by acceptance Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the Securities hereby authorize exercise of such powers, and neither the appointment Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act under this Indenture, except for its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable order or decision. Neither the Trustee nor the Collateral Agent makes any representation as to the value, sufficiency or condition of the Collateral or any part thereof, as to the title of the Company or Guarantor to the Collateral, as to the security afforded by this Indenture or any Collateral Document or, as to the validity, execution, enforceability, legality or sufficiency of this Indenture or any Collateral Document (whether now existing of hereafter entered into), and the Collateral Agent and Trustee shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral, except as provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent and Trustee shall have no duty to the Company or to the Holders as to any Collateral in its possession or in the possession of someone under its control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the Trustee’s preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords its own assets and the Holders’ duty to account for monies received by it. The Collateral Agent and Trustee shall not be responsible for any loss suffered with respect to any investment permitted to be made under this Indenture and shall not be responsible for the Security Documentsconsequences of any oversight or error of judgment whatsoever, except that the Collateral Agent may be liable for losses due to its willful misconduct or gross negligence. (b) By its acceptance of Securities, each Holder authorizes and directs each of the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent (1) to enter into and perform the Security Collateral Documents and the Intercreditor Agreement, (2) to bind the Holders on the terms as set forth therein and (3) to perform and observe its obligations under the Collateral Documents and the Intercreditor Agreement and to take agree that in such action on their behalf under performance the provisions Trustee and Collateral Agent shall have all of the Security Documents protections, benefits and immunities afforded to exercise them in this Indenture. (c) A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent will become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 17.08(c). (i) The Collateral Agent may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Securities may remove the Collateral Agent by so notifying the Trustee and the Company in writing. The Company may remove the Collateral Agent if: (i) the Collateral Agent fails to be eligible to act as such powers and perform such duties as are expressly delegated pursuant to Section 17.08(a) hereof; (ii) the Collateral Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Collateral Agent by under the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties Bankruptcy Code; (iii) a custodian or public officer takes charge of the Collateral Agent shall be ministerial and administrative in nature, and or its property; or (v) the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which becomes incapable of acting as a collateral agent. (ii) If the Collateral Agent resigns or is removed or if a party and vacancy exists in the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the office of Collateral Agent have or be deemed to have for any trust or fiduciary relationship with the Trustee, any Holderreason, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the will promptly appoint a successor Collateral Agent. Without limiting Within one year after the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the successor Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Insteadtakes office, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or Securities may appoint a successor Collateral to replace the Trustee, as applicable. The Trustee is authorized and directed successor Collateral Agent appointed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Company. (iii) If a successor Collateral Agent to enter into and perform its obligations under does not take office within 30 days after the Security Documents and the Intercreditor Agreement. The retiring Collateral Agent resigns or is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agentremoved, to (i) enter into the Security Documents to which it is a party retiring Collateral Agent’s resignation shall nonetheless become effective and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The retiring Collateral Agent shall have no obligation further duties or obligations under this Indenture or the Collateral Documents other than to maintain the Collateral then in its possession until a successor Collateral Agent shall have been appointed and makes no representation whatsoever to (ii) the Trustee Company, or any the holders of at least 10% in aggregate principal amount of the Holders as to then outstanding Securities may petition any court of competent jurisdiction for the existence, genuineness, value or protection appointment of the a successor Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that Agent. (iv) If the Collateral Agent’s Liens have , after written request by any Holder who has been properly or sufficiently or lawfully createda Holder for at least six months, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended fails to be subject eligible to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, act as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the a Collateral Agent pursuant to this Indenture or Section 17.08(a) hereof, such Holder may petition any other Security Documents, it being understood and agreed that in respect court of competent jurisdiction for the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each removal of the Collateral Agent and the Trusteeappointment of a successor Collateral Agent. (v) A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon, each in its capacity as such, shall not be liable the resignation or responsible for the failure removal of the Company or any retiring Collateral Grantor to maintain insurance on Agent will become effective, and the Collateralsuccessor Collateral Agent will have all the rights, nor shall it be responsible for any loss due to the insufficiency powers and duties of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Personunder this Indenture. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the successor Collateral Agent shall not be required mail a notice of its succession to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Holders. The retiring Collateral Agent has determined that the will promptly transfer all property held by it as Collateral Agent may incur personal liability as a result to the successor Trustee and execute and deliver any Supplemental Indentures, modifications of the presence atIntercreditor Agreement, or release on or from, the Collateral or Documents and other documents as are necessary to evidence such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientsuccession.

Collateral Agent. The Trustee and each of the Holders by acceptance of the Securities Each Investor hereby authorize the appointment of irrevocably appoints the Collateral Agent as the Trustee’s its agent and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize authorizes the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action actions on their its behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreementhereof, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of The Person serving as the Collateral Agent hereunder shall be ministerial have the same rights and administrative powers in natureits capacity as an Investor as any other investor and may exercise the same as though it were not the Collateral Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Collateral Agent hereunder. The Collateral Agent shall not have any duties or responsibilities, obligations except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentenceforegoing, the use of the term “agent” in this Indenture with reference to (i) the Collateral Agent is shall not intended be subject to connote any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Collateral Agent shall not have any duty to take any discretionary action or express) obligations arising under agency doctrine of exercise any applicable law. Insteaddiscretionary powers, such term is used merely as a matter of market customexcept discretionary rights and powers expressly contemplated by this Agreement, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt(iii) except as expressly set forth herein, the Collateral Agent shall not have no discretion under this Indentureany duty to disclose, the Intercreditor Agreement or the Security Documents and shall not be required liable for the failure to make disclose, any information relating to the Company or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes Subsidiaries that is communicated to or the Trustee, as applicable. The Trustee is authorized and directed obtained by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, Person serving as applicable, to cause the Collateral Agent to enter into and perform or any of its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth Affiliates in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indentureany capacity. The Collateral Agent shall not be deemed to have knowledge liable for any action taken or notice not taken by it in the absence of the occurrence of any Default its own gross negligence or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenturewillful misconduct. The Collateral Agent shall take such action with respect be deemed not to such Default or have knowledge of any Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation unless and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral until written notice thereof is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available given to the Collateral Agent pursuant to this Indenture by the Company or an Investor (and, promptly after its receipt of any other Security Documentssuch notice, it being understood shall give each Investor and agreed that in respect of the CollateralCompany notice thereof), or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to and the Collateral Agent shall not be construed responsible for or have any duty to impose ascertain or inquire into (a) any statement, warranty or representation made in or in connection with any Secured Transaction Document, (b) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (c) the performance or observance of any of the covenants, agreements or other terms or conditions set forth therein, (d) the validity, enforceability, effectiveness or genuineness thereof or any other agreement, instrument or other document or (e) the satisfaction of any condition set forth in herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing reasonably believed by it to be genuine and to have been signed or sent by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Grantors), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agent may perform any and all its duties to act. For and exercise its rights and powers by or through any one or more sub agents appointed by the avoidance Collateral Agent, provided that no such delegation shall serve as a release of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record waiver by the Company of any documents or instruments in rights hereunder. The Collateral Agent and any public office at such sub agent may perform any time or be responsible for perfection or maintaining the perfection and all its duties and exercise its rights and powers through their respective affiliates. The exculpatory provisions of the security interests purported preceding paragraphs shall apply to be created by any such sub agent and to the Security Documents and such responsibility shall be solely that of the Company. Each affiliates of the Collateral Agent and the Trusteeany such sub agent, each in its capacity as such, and shall not be liable or responsible apply to their respective activities acting for the failure Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Investors and the Company. Upon any such resignation, the Investor holding a majority of the Company principal amount of the Senior Secured Notes shall have the right to appoint a successor. If no successor shall have been so appointed by the Investor and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Investor holding a majority of the principal amount of the Senior Secured Notes, appoint a successor Collateral Agent which shall be a bank with an office in New York, New York, or an affiliate of any such bank. Upon the acceptance of its appointment as Collateral Grantor Agent hereunder by a successor, such successor shall succeed to maintain insurance on and become vested with all the Collateralrights, nor powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall it be responsible discharged from its duties and obligations hereunder. After the Collateral Agent’s resignation hereunder, the provisions of this Article shall continue in effect for any loss due to the insufficiency benefit of such insurance or by reason of the failure retiring Collateral Agent, its sub agents and their respective affiliates in respect of any insurer actions taken or omitted to pay the full amount be taken by any of any loss against which them while it may have insured to the Company or any was acting as Collateral GrantorAgent. Each Investor acknowledges that it has, the Trustee, independently and without reliance upon the Collateral Agent or any other PersonInvestors and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Secured Transaction Documents. The provisions of Article 7Each Investor also acknowledges that it will, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, independently and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event without reliance upon the Collateral Agent is entitled or required any other Investors and based on such documents and information as it shall from time to commence an time deem appropriate, continue to make its own decisions in taking or not taking action to foreclose under or otherwise exercise its remedies to acquire control based upon any Secured Transaction Document, any related agreement or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientdocument furnished thereunder.

Collateral Agent. The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent collateral agent under the Security DocumentsDocuments and in its capacity as mortgagee and security trustee pursuant to the Collateral Rig Mortgage, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, Indenture and the Security Documents and the Intercreditor AgreementDocuments, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, Indenture and the Security Documents and the Intercreditor AgreementDocuments, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein and in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05)party, nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company Holder or any Collateral Grantor, either before or after the occurrence of an Event of DefaultGuarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, Indenture and the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor AgreementDocuments. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreementparty, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments amendments, supplements and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement Indenture or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.

Collateral Agent. (a) The Trustee Issuer hereby appoints Bank of America, N.A. to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and each of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents Agreements and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture and the Security Documents, and Bank of America, N.A. agrees to act as such. The provisions of this Section 13.03 are solely for the benefit of the Collateral Agent and neither the Trustee nor any of the Holders shall have any rights as a third party beneficiary of any of the provisions contained herein. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture, the Security Documents Intercreditor Agreement and the Intercreditor AgreementSecurity Documents, together with such powers as are reasonably incidental theretoand the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, Indenture or the Security Documents and the Intercreditor AgreementDocuments, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents to which it is party and in the Intercreditor Agreements. The Collateral Agent shall not be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable order). The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Trustee), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (b) Subject to the provisions of the Intercreditor Agreements and the Intercreditor Agreement or otherwise exist against Collateral Documents, the Trustee and the Collateral AgentAgent are authorized and empowered to receive for the benefit of the Holders any funds collected or distributed under the Collateral Documents and Intercreditor Agreements to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to Holders according to the provisions of this Indenture. (c) Each Holder and other Secured Party hereby agrees that (A) it will be bound by and will take no actions contrary to the provisions of any such intercreditor agreement or other agreements or documents, (B) agrees that the Liens on the Collateral securing the Obligations shall be subject in all respects to the provisions thereof and (C) agrees that the Trustee and the Collateral Agent are authorized to take or refrain from taking any actions in accordance with the terms of an Intercreditor Agreement. Without limiting the generality of the foregoing sentenceand subject to the Security Documents, the use of the term “agent” in this Indenture with reference Collateral Agent: (i) shall not be subject to the Collateral Agent is not intended to connote any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing; (ii) shall not have any duty to take any discretionary action or expressexercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents or Intercreditor Agreement that the Collateral Agent is required to exercise; (iii) obligations arising under agency doctrine shall not, except as expressly set forth in the Security Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Issuer or any of its Affiliates that is communicated to or obtained by the person serving as the Collateral Agent or any of its Affiliates in any capacity; (iv) shall not be liable for any action taken or not taken by it (A) with the consent or at the request of the Trustee, (B) in the absence of its own gross negligence or willful misconduct (it being understood that any determination that the Collateral Agent’s actions constituted gross negligence or willful misconduct must be determined by a court of competent jurisdiction in a final, non-appealable order) or (C) in reliance on a certificate of an authorized officer of the Issuer stating that such action is permitted by the terms of the Intercreditor Agreement or any other Security Document. The Collateral Agent shall be deemed not to have actual knowledge of any Event of Default unless and until written notice describing such Event of Default is given by the Trustee or the Issuer and received by a Responsible Officer of the Collateral Agent; (v) shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with any Security Document, (B) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth therein or the occurrence of any Event of Default, (D) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (E) the value or the sufficiency of any Collateral, or (F) the satisfaction of any condition set forth in any Security Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent; and (vi) shall not be responsible or liable for creating, preserving, perfecting or validating the security interest granted to the Trustee and the Collateral Agent pursuant to the Security Documents or any lien and/or any filing, or recording or otherwise creaing, perfecting, continuing or maintaining any lien or the perfection thereof. By accepting the Notes, each Holder will be deemed to have irrevocably agreed to the foregoing provisions of the prior paragraph and shall be bound by those agreements to the fullest extent permitted by law. (d) Subject to the provisions of the applicable law. InsteadSecurity Document, such term is used merely as a matter each Holder, by its acceptance of market customthe Notes, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, agrees that the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents execute and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into deliver the Security Documents to which it is a party and all agreements, power of attorney, documents and instruments incidental thereto, and act in accordance with the Intercreditor Agreementterms thereof. The Collateral Agent shall hold (directly or through any agent) and is directed by each Holder to so hold, (ii) bind the Trustee and shall be entitled to enforce on behalf of the Holders on the terms as set forth in such Security Documents and Collateral for their benefit, subject to the provisions of the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its Agreement. Holders may not, individually or collectively, take any direct action to enforce any rights and powers in their favor under such the Security Documents. The Holders may only act by written instruction to the Trustee, including entering into amendments and other modifications permitted subject to the terms hereof, which shall instruct the Collateral Agent. (e) If at any time or times the Trustee shall receive 1. by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Note Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Collateral Agent pursuant to the terms of this Indenture, or 2. payments from the Intercreditor Agreement or Collateral Agent in excess of the Security Documents. Each Holderamount required to be paid to the Trustee pursuant to Article 5, the Trustee shall promptly turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent such proceeds to be applied by its acceptance of a Security, is deemed to have consented and agreed the Collateral Agent pursuant to the terms of each Security Document this Indenture and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders . (subject to this Section 11.05). f) The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or assure that the Collateral exists or is owned by any of the Collateral Grantors Issuer or Guarantor or is cared for, protected protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral GrantorIssuer’s or any Guarantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. . (g) Notwithstanding anything to the contrary in this Indenture or any Security Document, neither the Collateral Agent nor the Trustee shall be responsible for, and neither makes any representation regarding, the validity, effectiveness or priority of any of the Security Documents or the security interests or Liens intended to be created thereby. (h) The grant benefits, protections and indemnities of permissive rights or powers the Trustee hereunder, as applicable of this Indenture shall apply mutatis mutandis to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable including, without limitation, the rights to reimbursement and indemnification. (i) The Collateral Agent is authorized and empowered to appoint one or responsible for the failure of the Company more co-Collateral Agents as it deems necessary or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due appropriate. (j) Subject to the insufficiency of Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which suits and proceedings as it may have insured deem expedient to protect or enforce the Company Liens securing the First Lien Obligations or any the Collateral Grantor, the Trustee, Documents to which the Collateral Agent or Trustee is a party or to prevent any other Person. The provisions impairment of Article 7, mutatis mutandis, shall apply to Collateral by any acts that may be unlawful or in violation of the Collateral Agent. Without limiting Documents or the generality of such preceding sentence, and notwithstanding anything Intercreditor Agreements to which the contrary contained in Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Intercreditor Agreement Trustee or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result deem expedient to preserve or protect its interests and the interests of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount the Collateral, including power to institute and in a form all satisfactory maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the Collateral Agent in its sole discretioninterests of Holders, protecting the Trustee or the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientAgent.

Collateral Agent. The Trustee and Collateral Agent has been appointed to act as Collateral Agent hereunder by each of the Holders Secured Party by their acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental theretobenefits hereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the The Collateral Agent shall be ministerial and administrative in natureobligated, and shall have the Collateral Agent shall not have right hereunder, to make demands, to give notices, to exercise or refrain from exercising any duties rights, and to take or responsibilitiesrefrain from taking any action (including, except those expressly set forth hereinwithout limitation, the release or substitution of Collateral), solely in the Security Documents to which the Collateral Agent is a party accordance with this Agreement and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral AgentSecurities Purchase Agreement. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into no amendment, modification, termination, or consent shall be effective if the Security Documents to which it is a party and effect thereof would release all or substantially all of the Intercreditor Agreement, (ii) bind Collateral except as expressly provided herein. In furtherance of the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms foregoing provisions of this IndentureSection, the Intercreditor Agreement or the Security Documents. Each Holdereach Secured Party, by its acceptance of a Securitythe benefits hereof, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent agrees that it shall have no obligation and makes no representation whatsoever right individually to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by realize upon any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documentshereunder, it being understood and agreed by such Secured Party that in respect of the Collateral, or any act, omission, or event related thereto, all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of each Secured Party in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to each Secured Party and the Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the parties holding more than 50% of the Secured Obligations (the “Requisite Parties”). Upon any such notice of resignation or any such removal, Requisite Parties shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers right, upon five (5) Business Days’ notice to the Collateral Agent Agent, following receipt of the Grantors’ consent (which shall not be construed unreasonably withheld or delayed and which shall not be required while an Event of Default exists), to impose duties to actappoint a successor Collateral Agent. For Upon the avoidance acceptance of doubt, nothing herein shall require the any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor shall become Collateral Agent under this Agreement, and such successor Collateral Agent shall thereupon succeed to file and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements or continuation statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection such successor Collateral Agent of the security interests purported created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be created taken by the Security Documents and such responsibility shall be solely that of the Company. Each of it under this Agreement while it was the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficienthereunder.

Collateral Agent. (a) The Trustee Collateral Agent agrees that it will hold the security interests in the Collateral created under the Collateral Documents to which it is a party as contemplated by this Indenture, and each any and all proceeds thereof, for the benefit of, the Secured Parties, without limiting the Collateral Agent’s rights, including under this Section 17.02, to act in preservation of the Holders security interest in the Collateral. The Collateral Agent is authorized and empowered to appoint one or more co-collateral agents as it deems necessary or appropriate; provided, however, that no collateral agent hereunder shall be personally liable by acceptance reason of any act or omission of any other collateral agent hereunder. (b) Neither the Securities hereby authorize Trustee nor the appointment Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness, or sufficiency of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and for the creation, perfection, priority, sufficiency or protection of any Lien, including not being responsible for payment of any Taxes, charges or assessments upon the Collateral or otherwise as to the maintenance of the Collateral, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for making any filings or recordings to enter into perfect or maintain the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties perfection of the Collateral Agent shall be ministerial Agent’s Lien in the Collateral, including the filing of any UCC financing statements, continuation statements, Mortgages or any filings with respect to the U.S. Patent and administrative in nature, and the Trademark Office or U.S. Copyright Office. (c) The Collateral Agent shall not have any duties or responsibilities, obligations except those expressly set forth herein, in the Security Note Documents to which the Collateral Agent it is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Defaultparty, and no implied covenants, functions, responsibilities, duties, obligations or liabilities its duties hereunder shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agentadministrative in nature. Without limiting the generality of the foregoing sentenceforegoing, (1) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing and, without limiting the generality of the foregoing, the use of the term “agent” herein and in this Indenture the other Note Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. InsteadApplicable Law and instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii2) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed have any duty to impose duties to act. For the avoidance of doubttake any discretionary action or exercise any discretionary powers, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created except discretionary rights and powers that are expressly contemplated by the Security Note Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trusteethat, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due subject to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trusteeterms hereof, the Collateral Agent is required to exercise as directed in writing by the Administrative Determination Holder(s) (or any other Person. The provisions such number or percentage of Article 7the Holders as shall be necessary, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event as the Collateral Agent is entitled or required shall believe in good faith to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of be necessary, under the Collateral, circumstances as provided in the Note Documents); provided that the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if that, in its opinion or the opinion of its counsel, may expose the Collateral Agent has determined to liability or that is contrary to any Note Document or Applicable Laws, and (3) except as expressly set forth in the Note Documents to which it is a party, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Note Party or any of its Affiliates that is communicated to or obtained by the Person serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Administrative Determination Holder(s) (or such other number or percentage of the Holders as shall be necessary, or as the Collateral Agent shall believe in good faith shall be necessary, under the circumstances as provided in the Note Documents) or in the absence of its own gross negligence or willful misconduct as determined by the final and non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default” and describing such Default or Event of Default) is given to a Responsible Officer of the Collateral Agent by the Company or any Holder. The Collateral Agent will be subject to such directions as may incur personal liability be given to it by the Trustee or the Administrative Determination Holder(s) from time to time (as required or permitted by this Indenture). The Collateral Agent will be subject to such directions as may be given to it by the Trustee or the Administrative Determination Holder(s) from time to time (as required or permitted by this Indenture). Except as directed by the Administrative Determination Holder(s) as required or permitted by this Indenture and any other representatives, and only if indemnified to its satisfaction, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien created under the Collateral Documents; or (iii) except as expressly provided in Section 17.03, to take any other action whatsoever with regard to any or all of the Liens, Collateral Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the presence at, enforcement of the Liens or release on or fromCollateral Documents. (e) In acting as Collateral Agent hereunder and under the Collateral Documents, the Collateral Agent shall be entitled to conclusively rely upon and enforce each and all of the rights, privileges, immunities, indemnities and benefits of the Trustee under Article 7; provided that any references in such Article 7 to “Trustee” shall be references to “Collateral Agent” and any references to “negligence” shall be references to “gross negligence”. (f) The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such propertyPerson in fact meets the requirements set forth in the Note Documents for being the signatory, unless sender or authenticator thereof). The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Note Documents for being the maker thereof), and may act upon any such statement prior to receipt of written confirmation thereof and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (g) At all times when the Trustee is not itself the Collateral Agent has received security or indemnity from Agent, the Company will deliver to the Trustee, which shall deliver to the Holders in an amount and in a form of Notes, copies of all satisfactory Collateral Documents delivered to the Collateral Agent in its sole discretion, protecting and copies of all documents delivered to the Collateral Agent from all such liability. The pursuant to the Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientDocuments.

Collateral Agent. (a) The Trustee Note Security Documents will be subject to the terms, limitations and each conditions set forth in the Intercreditor Agreement. Each Holder of the Holders Notes, by its acceptance of a Note, is deemed to (i) have consented and agreed to the Securities hereby authorize terms of each Note Security Document (including any, entered into after the Closing Date), as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture or, if applicable, the Intercreditor Agreement, (ii) have consented to the appointment of the Collateral Agent as the Trustee’s pursuant this Indenture, (iii) have authorized and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize directed the Collateral Agent to enter into the Note Security Documents to which it is, or is intended to be, a party, and the Intercreditor Agreement (iv) have authorized and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to empowered the Collateral Agent by (through the terms Note Security Documents) to bind the Holders of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers Notes as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the terms of the Note Security Documents. To the extent that any provision of the Note Security Documents is not consistent with or contradicts this Indenture or the Intercreditor Agreements, this Indenture and/or the Intercreditor Agreements (if any) shall govern. The Collateral Agent shall have all the rights (including indemnification rights), powers, benefits, privileges, protections, indemnities and immunities provided in the Note Security Documents and, additionally, shall have all the rights (including indemnification rights), benefits, privileges, protections, indemnities and immunities in its dealings under the Note Security Documents as are provided to the Trustee under this Indenture and under applicable law, all of which are incorporated herein mutatis mutandis. (b) Except as required or permitted by the Note Security Documents, the Holders, by accepting a Note, acknowledge that the Collateral Agent is a party will not be obligated: (i) to act upon directions purported to be delivered to it by any Person, except in accordance with the Note Security Documents; (ii) to foreclose upon or otherwise enforce any Lien granted pursuant to the Note Security Documents; or (iii) to take any other action whatsoever with regard to any or all of the Note Security Documents (including any Lien granted thereunder) or Collateral. (c) The Collateral Agent will act pursuant to the instructions of the Holders and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship Trustee with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference respect to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesCollateral. For the avoidance of doubt, the Collateral Agent shall will have no discretion under this Indenture, the Intercreditor Agreement Indenture or the Note Security Documents and shall will not be required to make or give any determination, consent, approval, request or direction without the written direction of the Requisite Holders or the Trustee, as applicable. After the occurrence of an Event of Default, the Trustee may (but will not be obligated to) direct the Collateral Agent in connection with any action required or permitted by this Indenture. (d) None of the Collateral Agent or any of its Affiliates will be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or wilful misconduct as determined by a final order of a court of competent jurisdiction). (e) Other than in connection with a release of Collateral permitted under Section 17.04 or as may be required by Section 9.02, in each case that the Collateral Agent may or is required hereunder to take any action (an “Action”), including without limitation to make any determination, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder, the Collateral Agent may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. The Collateral Agent will not be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. If the Collateral Agent requests direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any Action, the Collateral Agent will be entitled to refrain from such Action until the Collateral Agent will have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Collateral Agent will not incur liability to any Person by reason of so refraining. (f) Notwithstanding anything to the contrary set forth in the Note Security Documents, neither the Trustee nor the Collateral Agent will be responsible for the existence, genuineness or value of any of the TrusteeCollateral or for the creation, validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as applicableto the maintenance of the Collateral. The Trustee and Collateral Agent hereby disclaim any representation or warranty to the present and future Holders of Notes concerning the perfection of the liens granted hereunder or in the value of any of the Collateral. (g) In the event that the Collateral Agent is authorized and directed by required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the Holders and benefit of another, which in the Holders by acquiring Collateral Agent’s sole discretion may cause the Securities are deemed to have authorized the TrusteeCollateral Agent, as applicable, to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to enter into and perform its obligations incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Security Documents and Collateral Agent reserves the Intercreditor Agreementright, instead of taking such action, either to resign as Collateral Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Agent is authorized and directed will not be liable to any Person for any environmental claims or any environmental liabilities or contribution actions under any federal, state or local law, rule or regulation by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to (i) enter any kind of discharge or release or threatened discharge or release of any hazardous materials into the Security Documents environment. (h) The Collateral Agent will be entitled to which it is a party compensation, reimbursement and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms indemnity as set forth in such Security Documents and the Intercreditor Agreement and Section 7.06. (iiii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall will not be deemed to have knowledge or notice of the occurrence of any fact or matter (including, without limitation, a Default or Event of Default, ) unless the Collateral Agent shall have received written notice from the Trustee such fact or unless matter is actually known to a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection Responsible Officer of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.

Collateral Agent. The Trustee (a) U.S. Bank National Association is hereby designated and each appointed as the Collateral Agent of the Holders by acceptance of the Securities hereby authorize the appointment of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize is authorized as the Collateral Agent for such Holders to execute and enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions each of the Security Documents and all other instruments relating to the Security Documents and (i) to take action and exercise such powers and remedies as are expressly required or permitted hereunder and under the Security Documents and all instruments relating hereto and thereto and (ii) to exercise such powers and perform such duties as are are, in each case, expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents hereof and the Intercreditor Agreementthereof, together with such other powers as are reasonably incidental hereto and thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation all the rights, immunities, indemnities, privileges, benefits and makes no representation whatsoever protections provided in the Security Documents and, additionally, shall have all the rights, immunities, indemnities, privileges, benefits and protections provided to the “Trustee” under Article Six to the same extent as if such rights, immunities, indemnities, privileges, benefits and protections referred to the Collateral Agent; provided that the last reference to “Trustee” in Section 601(b) shall refer only to the Trustee or and not to the Collateral Agent. (b) None of the Collateral Agent, Trustee, Paying Agent, Note Registrar, such other agent nor any of the Holders as to their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Notes Collateral (except the custody of Notes Collateral in its possession using the same care it provides for its own possessory collateral and the accounting for monies actually received), for the legality, enforceability, effectiveness or the sufficiency of any the Security Documents, or for the creation, perfection, priority, sufficiency or protection of any Note Liens or any defect or deficiency. The Collateral Agent will not have any fiduciary duties nor will it have responsibilities or obligations other than those expressly assumed by it in this Indenture and the Security Documents. The Collateral Agent will not be required to take any action that the Collateral is owned by contrary to applicable law or any provision of this Indenture or any of the Collateral Grantors Security Documents. (c) Except as expressly required by this Indenture or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to Security Documents (any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended such express requirement to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authoritiesimmunities, indemnities, privileges, benefits and powers granted or available protections provided to the Collateral Agent pursuant to in this Indenture or any other and the Security Documents, it being understood and agreed including, but not limited to, Section 603 hereof), the Holders, by accepting a Note, acknowledge that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no will not be obligated: (1) to act upon directions purported to be delivered to it by any Person; (2) to foreclose upon or otherwise enforce any Note Lien; or (3) to take any other duty action whatsoever with regard to any or liability whatsoever all of the Note Liens, Security Documents or Notes Collateral. (d) Whether or not therein expressly so provided, every provision of this Indenture and the Security Documents relating to the Trustee conduct or any Holder as to any affecting the liability of the foregoing. The grant of permissive rights or powers affording protection to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due subject to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of this Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientFifteen.

Collateral Agent. The Trustee and each Each Lender hereby appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the Collateral Agent hereunder, who shall act as a representative of the Holders by acceptance Lenders to carry out instructions and directives of the Securities hereby authorize Majority In Interest for purposes of this Security/Intercreditor Agreement and to have the appointment other responsibility and authority set forth in this Security/Intercreditor Agreement. The Lenders’ approval of this Security/Intercreditor Agreement shall include confirmation of the authority of the Collateral Agent. Grantor may rely upon the acts of the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documentsfor all purposes permitted hereunder. EACH LENDER HEREBY WAIVES ANY CONFLICT OF INTEREST OF THE COLLATERAL AGENT ARISING FROM HIS SERVICE AS COLLATERAL AGENT HEREUNDER AND FROM HIS STATUS AS A LENDER HEREUNDER, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market customDIRECTOR, and is intended to create or reflect only an administrative relationship between independent contracting partiesCHAIRMAN, CEO AND A MAJOR SHAREHOLDER OF GRANTOR. For the avoidance of doubt, the The Collateral Agent shall have no discretion under this Indenturefull power of attorney to act in the name, the Intercreditor Agreement or the Security Documents place, and shall not be required to make or give any determination, consent, approval, request or direction without the written direction stead of the Holders Lenders, and each of a majority them, in aggregate principal amount all matters in connection with this Security/Intercreditor Agreement, upon the approval of the then outstanding Notes Majority In Interest or the Trustee, as applicablemay be specifically provided herein. The Trustee is authorized Collateral Agent’s authority to act on behalf of the Lenders includes the power to execute all such documents, waivers, amendments, and directed instruments as are approved by the Holders and the Holders Majority In Interest or by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the this Security/Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to shall have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms no duties or obligations except as specifically set forth in such Security Documents this Security/Intercreditor Agreement. In acting on behalf of the Majority In Interest, the Collateral Agent may rely upon, and the Intercreditor Agreement shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order, arbitrator’s award, appraisal, bonds, or other paper or document reasonably believed by them to be genuine and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted to have been executed or presented by the terms of this Indenture, the Intercreditor Agreement proper party or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indentureparties. The Collateral Agent shall not be deemed personally liable to the Majority In Interest for any action taken, suffered, or omitted by him, except for willful misconduct or gross neglect. The Collateral Agent and each Lender hereby agree that the Majority In Interest shall have knowledge or notice of the occurrence of any Default or Event of Defaultfull and complete right and authority to give instructions to, unless and otherwise direct, the Collateral Agent shall have received written notice from the Trustee or unless a written notice in respect of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indentureor any action with respect to any Collateral. The Collateral Agent shall take such action with respect to such Default or Event not have by reason of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture Security/Intercreditor Agreement or any other Security Documents, it being understood and agreed that document a fiduciary relationship in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientLender.

Collateral Agent. (a) The Trustee Collateral Agent agrees that it will hold the security interests in the Collateral created under the Collateral Documents to which it is a party as contemplated by this Indenture, and each any and all proceeds thereof, for the benefit of, the Secured Parties, without limiting the Collateral Agent’s rights, including under this Section 18.02, to act in preservation of the Holders security interest in the Collateral. The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate; provided, however, that no Collateral Agent hereunder shall be personally liable by acceptance reason of any act or omission of any other Collateral Agent hereunder. (b) Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness, or sufficiency of the Securities hereby authorize Notes Documents, for the appointment creation, perfection, priority, sufficiency or protection of any Lien, including without limitation not being responsible for payment of any taxes, charges or assessments upon the Collateral or otherwise as to the maintenance of the Collateral, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or the Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for making any filings or recordings to perfect or maintain the perfection of the Collateral Agent as Agent’s Lien in the Trustee’s Collateral (including any termination of Liens in the Collateral), including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, termination statements or amendments, or any filings with respect to the U.S. Patent and the Holders’ Trademark Office or U.S. Copyright Office. (c) The Collateral Agent under will be subject to such directions as may be given to it from time to time by the Security DocumentsTrustee or the Supermajority Holders (as required or permitted by this Indenture). Except as directed by the Trustee or any representatives of the Trustee as required or permitted by this Indenture, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize only if indemnified to its satisfaction, the Collateral Agent will not be obligated: (i) to enter into act upon direction purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien created under the Security Documents and the Intercreditor Agreement and Collateral Documents; or (iii) to take such any other action on their behalf whatsoever with regard to any or all of the Liens, Collateral Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the Liens or Collateral Documents. (e) In acting as Collateral Agent hereunder and under the provisions Notes Documents, the Collateral Agent shall be entitled to conclusively rely upon and enforce each and all of the Security rights, privileges, immunities, indemnities and benefits of the Trustee under Article 7 of this Indenture; provided that in that context any references in such Article 7 of this Indenture to “Trustee” shall be references to “Collateral Agent”. Without limiting the immediately preceding sentence, the Collateral Agent shall be entitled to compensation, reimbursement and indemnity in the same manner as the Trustee as provided in Section 7.06 of this Indenture. (f) At all times when the entity serving as Trustee is not the Collateral Agent, the Company will deliver to the Trustee copies of all Collateral Documents and to exercise such powers and perform such duties as are expressly delegated delivered to the Collateral Agent by and copies of all documents delivered to the terms of this Indenture, Collateral Agent pursuant to the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Collateral Documents. (g) Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents Indenture and the Intercreditor AgreementNotes Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein and in the Security Documents Notes Documents, to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05)party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Defaultother party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents Indenture and the Intercreditor Agreement Collateral Documents, or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this the Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to . (ih) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at Company referring to the address specified in Section 13.01Indenture, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to describing such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders and stating that such notice is a “notice of default.” (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any i) No provision of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein Document shall require the Collateral Agent to file financing statements expend or continuation statements, risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to record take or omit to take any documents action hereunder or instruments in thereunder or take any public office action at any time the request or be responsible for perfection direction of Holders or maintaining the perfection of the security interests purported Trustee unless it shall have received indemnity satisfactory to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent against potential costs and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or liabilities incurred by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Personrelating thereto. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding Notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement Indenture or the Security Collateral Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages any mortgage or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liabilityof any hazardous substances. The Collateral Agent shall at any time be entitled to cease taking any action described above in this clause (i) if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient. (j) The parties hereto and the Holders hereby agree and acknowledge that neither the Collateral Agent nor the Trustee shall assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of the Indenture, the Collateral Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under the Indenture and the Collateral Documents, the Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Collateral and that any such actions taken by the Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral. In the event that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause it to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause it to incur liability under CERCLA or any other federal, state or local law, the Collateral Agent and reserves the right, instead of taking such action, to either resign or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Neither the Collateral Agent nor the Trustee shall be liable to any person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment.

Collateral Agent. (a) The Trustee Collateral Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement or any other Loan Document. The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including its right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. The Collateral Agent may request that any Loan Party or the Administrative Agent deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any of the Holders other Loan Documents, which certificate may be signed by acceptance of the Securities hereby authorize the appointment any person authorized to sign such a certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. The permissive right of the Collateral Agent to take or refrain from taking action hereunder or under any of the other Loan Documents shall not be construed as a duty. Money held by the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each this Agreement or under any of the Holders other Loan Documents need not be segregated from other funds except to the extent required by acceptance law. The Collateral Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Borrower. The Collateral Agent may refrain from taking any action in any jurisdiction if, in its opinion, the taking of such action in that jurisdiction would be contrary to any law of that jurisdiction or of the Securities hereby irrevocably authorize State of New York, it would otherwise render it liable to any Person in that jurisdiction or the Collateral Agent State of New York, the taking of such action would require it to enter into obtain any license or otherwise qualify to do business or subject it to taxation in such jurisdiction, it would not have the Security Documents and the Intercreditor Agreement and power or authority to take such action on their behalf under in such jurisdiction by virtue of any law in that jurisdiction or in the provisions State of New York, or it is determined by any court or other competent authority in that jurisdiction or in the State of New York that it does not have such power or authority. Anything in this Agreement or in any of the Security Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinnotwithstanding, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor no event shall the Collateral Agent have be liable for special, indirect, consequential or be deemed punitive loss or damage of any kind whatsoever (including but not limited to have any trust or fiduciary relationship with the Trusteeloss of profit), any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to even if the Collateral Agent is not intended has been advised as to connote any fiduciary the likelihood of such loss or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, damage and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction regardless of the Holders form of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indentureaction. The Collateral Agent shall not be deemed to have knowledge liable for any error of judgment made in good faith by an officer or notice officers of the occurrence of any Default or Event of DefaultCollateral Agent, unless it shall be conclusively determined in a final non-appealable judgment by a court of competent jurisdiction that the Collateral Agent shall have received written notice from was grossly negligent or acting with willful misconduct in ascertaining the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05)pertinent facts. The Collateral Agent shall have no obligation and makes no representation whatsoever to expend or risk its own funds or otherwise incur any financial liability in the Trustee or performance of any of its duties hereunder. (b) Beyond the Holders exercise of reasonable care in the custody thereof and as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related theretootherwise specifically set forth herein, the Collateral Agent shall not have no other any duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant Collateral in its possession or control or in the possession or control of permissive any agent or bailee or any income thereon or as to preservation of rights against prior parties or powers to any other rights pertaining thereto and the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file responsible for filing any financing or continuation statements or continuation statements, to record recording any documents or instruments in any public office at any time or be responsible for perfection times or otherwise perfecting or maintaining the perfection of any security interest in the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the CompanyCollateral. Each of the The Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for any loss or diminution in the failure value of the Company or any Collateral Grantor to maintain insurance on of the Collateral, nor by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. (c) The Collateral Agent shall it not be responsible for the existence, genuineness or value of any loss due to of the insufficiency Collateral or for the validity, perfection, priority or enforceability of such insurance the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the failure extent such action or omission constitutes gross negligence or willful misconduct, as determined by the final nonappealable decision of a court of competent jurisdiction, on the part of the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any insurer Loan Party to pay the full amount Collateral, for insuring the Collateral or for the payment of any loss against Taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. (d) Any Person into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of the Collateral Agent shall be the successor of the Collateral Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further act on the part of any of the parties hereto. (e) The Collateral Agent shall be entitled to rely upon any certificate, notice or other document (including any facsimile or electronic mail) believed by it to be genuine and correct and to have insured been signed or sent by or on behalf of the proper Person or Persons (without any duty (express or implied) of the Collateral Agent to verify the genuineness or correctness of any fact stated therein or propriety of the signatory or deliverer or otherwise the validity or enforceability thereof), and upon advice and statements of legal counsel, independent accountants and other experts selected by it. The Collateral Agent shall in all cases (including when any action by the Collateral Agent alone is authorized hereunder, if the Collateral Agent elects in its sole discretion to obtain instructions from the Administrative Agent, the Secured Parties or the Required Lenders) be fully protected in acting or in refraining from acting hereunder or under any Security Document pursuant to the Company or any Collateral Grantorwritten instructions of the Administrative Agent, the TrusteeSecured Parties or the Required Lenders and any action taken or failure to act pursuant thereto shall be binding on the Administrative Agent and the Secured Parties. Whenever in the administration of this Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon instructions from the Administrative Agent, the Secured Parties or the Required Lenders. (f) The Collateral Agent may refuse to perform any duty or exercise any power or right unless it receives indemnity reasonably satisfactory to it against any loss, liability or expense. (g) Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement or any other Person. The provisions Loan Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of Article 7judgment, mutatis mutandisexpression of satisfaction or other exercise of discretion, shall apply rights or remedies to be made (or not to be made) by the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained it is understood that in this Indenture, the Intercreditor Agreement or the Security Documents, in the event all cases the Collateral Agent is entitled shall be fully justified in failing or required refusing to commence an take any such action to foreclose under this Agreement or otherwise exercise its remedies to acquire control or possession such other Loan Document if it shall not have received written directions of the CollateralAdministrative Agent, Required Lenders or the Secured Parties in respect of such matter. Further, the Collateral Agent shall not be required permitted to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined request that the Collateral Agent may incur personal liability as a result all instructions and directions of the presence atAdministrative Agent, Required Lenders or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory Secured Parties provided to the Collateral Agent hereunder or under the other Security Documents be in its sole discretionwriting (and, protecting in such a case, the Collateral Agent shall be excused from all following any such liabilityinstructions or directions that are not in writing). The This provision is intended solely for the benefit of the Collateral Agent and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto. (h) The agreements in this Section 8.08 shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security survive the payment in full of the Secured Obligations and the termination of this Agreement and the Security Documents and the resignation or undertaking from removal of the Company or Collateral Agent and the Holders to be sufficientexercise of Write-Down and Conversion Powers by a Resolution Authority.

Collateral Agent. The Trustee (a) Each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its agent under this Indenture, the Collateral Documents and the First Priority/Second Priority Intercreditor and Subordination Agreement and each of the Holders by acceptance of the Securities Notes hereby authorize the appointment of irrevocably authorizes the Collateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action on their its behalf under the provisions of this Indenture, the Security Collateral Documents and the First Priority/Second Priority Intercreditor and Subordination Agreement and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Collateral Documents and the First Priority/Second Priority Intercreditor and Subordination Agreement, together and consents and agrees to the terms of the First Priority/Second Priority Intercreditor and Subordination Agreement and each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Agent agrees to act as such powers on the express conditions contained in this Section 10.08. The provisions of this Section 10.08 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Collateral Grantors shall have any rights as are reasonably incidental theretoa third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 12.3. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Indenture, the First Priority/Second Priority Intercreditor and Subordination Agreement and the Collateral Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Collateral Documents and the First Priority/Second Priority Intercreditor and Subordination Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein and in the Security other Note Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05)party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Company Holder or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Collateral Documents and the First Priority/Second Priority Intercreditor and Subordination Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the . (b) The Collateral Agent shall have no discretion may perform any of its duties under this Indenture, the Intercreditor Agreement Collateral Documents or the Security Documents First Priority/Second Priority Intercreditor and Subordination Agreement by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates, (a “Related Person”) and shall not be required entitled to make advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed opinion given by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenturelegal counsel. The Collateral Agent shall not be deemed to have knowledge responsible for the negligence or notice of the occurrence willful misconduct of any Default receiver, agent, employee, attorney-in-fact or Event Related Person that it selects as long as such selection was made in good faith. (c) None of Default, unless the Collateral Agent or any of its respective Related Persons shall have received written notice from (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any Collateral Document or the First Priority/Second Priority Intercreditor and Subordination Agreement or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or unless any Holder for any recital, statement, representation, warranty, covenant or agreement made by a written notice Collateral Grantor or Affiliate of any event which is Collateral Grantor, or any Officer or Related Person thereof, contained in fact such a Default is this Indenture, or any other Note Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent at the address specified under or in Section 13.01connection with, and such notice references the Securities and this Indenture, the Collateral Documents or the First Priority/Second Priority Intercreditor and Subordination Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Collateral Documents or the First Priority/Second Priority Intercreditor and Subordination Agreement, or for any failure of any Collateral Grantor or any other party to this Indenture, the Collateral Documents or the First Priority/Second Priority Intercreditor and Subordination Agreement to perform its obligations hereunder or thereunder or for the value or sufficiency of any Collateral. The None of the Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to its respective Related Persons shall be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the foregoing. The grant of permissive rights agreements contained in, or powers to conditions of, this Indenture, the Collateral Agent shall not be construed Documents or the First Priority/Second Priority Intercreditor and Subordination Agreement or to impose duties to act. For inspect the avoidance properties, books, or records of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient’s Affiliates.

Collateral Agent. (a) The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of shall initially act as the Collateral Agent and is authorized to appoint co-agents as the Trustee’s and the Holders’ necessary in its sole discretion. The Collateral Agent under the Security Documentsshall not have any duties or obligations, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize the Collateral Agent to enter into except those expressly set forth in this Indenture, the Security Documents and the Intercreditor Agreement Agreement. Without limiting the generality of the foregoing, except as otherwise explicitly provided in this Indenture or in the Security Documents, neither the Collateral Agent nor any of its respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Notwithstanding anything to the contrary in any Security Document, (i) the Collateral Agent shall not be required to exercise any right or remedy available to it under such Security Document and (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, in each case, unless the Collateral Agent shall have been directed to do so by the Trustee (or, if the Collateral Agent shall also be the Trustee, by Holders of at least a majority in principal amount of the Securities then outstanding). The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith. (b) Each Holder, by its acceptance of this Indenture and the Securities, (i) irrevocably appoints the Collateral Agent as its agent and authorizes and directs the Collateral Agent to take such action actions on their its behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such actions and powers as are reasonably incidental thereto. Notwithstanding , and (ii) authorizes and directs the Collateral Agent, without any provision further consent, authorization or other action by such Holder, (A) to the contrary contained elsewhere in this Indenture, enter into the Security Documents and the Intercreditor Agreement, the duties and any amendment of any of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinforegoing (including, in the Security Documents to which the Collateral Agent is a party and case of the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the TrusteeAgreement, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into modifications thereof expressly contemplated by Section 5.07 thereof) that is permitted under this Indenture, (B) to bind such Holder to the provisions of the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference and (C) to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, perform and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform observe its obligations under the Security Documents and the Intercreditor Agreement. The . (c) If the Company (i) Incurs Indebtedness constituting Credit Agreement Obligations at any time when no Intercreditor Agreement is in effect or at any time when Indebtedness constituting Credit Agreement Obligations entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an Intercreditor Agreement in favor of a designated agent or representative for the holders of the Indebtedness so incurred, the Collateral Agent shall (and is hereby authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (ito) enter into the Security Documents to which it is a party and the such Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents therein, and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indenture. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders thereunder. (subject to this Section 11.05). d) The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any benefit of the Holders as provisions of Article 7 with respect to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned all actions taken by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent it pursuant to this Indenture Section or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever Document to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the Security Documents and such responsibility shall be solely that of the Company. Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any Collateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the Collateral Agent or any other Person. The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientextent thereof.

Collateral Agent. The Trustee and each of the Holders by acceptance of the Securities Each Investor hereby authorize the appointment of irrevocably appoints the Collateral Agent as the Trustee’s its agent and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably authorize authorizes the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take such action actions on their its behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreementhereof, together with such actions and powers as are reasonably incidental thereto. Notwithstanding The Collateral Agent shall have the same rights and powers in its capacity as an Investor as any provision to other Investor and may exercise the contrary contained elsewhere in this Indenturesame as though it were not the Collateral Agent, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative its Affiliates may accept deposits from, lend money to and generally engage in nature, and any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Collateral Agent hereunder. The Collateral Agent shall not have any duties or responsibilities, obligations except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by the Majority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentenceforegoing, the use of the term “agent” in this Indenture with reference to (i) the Collateral Agent is shall not intended be subject to connote any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Collateral Agent shall not have any duty to take any discretionary action or express) obligations arising under agency doctrine of exercise any applicable law. Insteaddiscretionary powers, such term is used merely as a matter of market customexcept discretionary rights and powers expressly contemplated by this Agreement, and is intended to create or reflect only an administrative relationship between independent contracting parties. For the avoidance of doubt(iii) except as expressly set forth herein, the Collateral Agent shall not have no discretion under this Indentureany duty to disclose, the Intercreditor Agreement or the Security Documents and shall not be required liable for the failure to make disclose, any information relating to the Company or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes Subsidiaries that is communicated to or the Trustee, as applicable. The Trustee is authorized and directed obtained by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, as applicable, to cause the Collateral Agent to enter into and perform or any of its obligations under the Security Documents and the Intercreditor Agreement. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on the terms as set forth Affiliates in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, the Intercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time in accordance with its terms or the terms of this Indentureany capacity. The Collateral Agent shall not be deemed to have knowledge liable for any action taken or notice not taken by it in the absence of the occurrence of any Default its own gross negligence or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Securities and this Indenturewillful misconduct. The Collateral Agent shall take such action with respect be deemed not to such Default or have knowledge of any Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to this Section 11.05). The Collateral Agent shall have no obligation unless and makes no representation whatsoever to the Trustee or any of the Holders as to the existence, genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral until written notice thereof is owned by any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available given to the Collateral Agent pursuant to this Indenture by the Company or an Investor (and, promptly after its receipt of any other Security Documentssuch notice, it being understood shall give each Investor and agreed that in respect of the CollateralCompany notice thereof), or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. The grant of permissive rights or powers to and the Collateral Agent shall not be construed responsible for or have any duty to impose ascertain or inquire into (a) any statement, warranty or representation made in or in connection with any Secured Transaction Document, (b) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (c) the performance or observance of any of the covenants, agreements or other terms or conditions set forth therein, (d) the validity, enforceability, effectiveness or genuineness thereof or any other agreement, instrument or other document or (e) the satisfaction of any condition set forth in herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing reasonably believed by it to be genuine and to have been signed or sent by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Grantor), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agent may perform any and all its duties to act. For and exercise its rights and powers by or through any one or more sub agents appointed by the avoidance Collateral Agent, provided that no such delegation shall serve as a release of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record waiver by the Company of any documents or instruments in rights hereunder. The Collateral Agent and any public office at such sub agent may perform any time or be responsible for perfection or maintaining the perfection and all its duties and exercise its rights and powers through their respective affiliates. The exculpatory provisions of the security interests purported preceding paragraphs shall apply to be created by any such sub agent and to the Security Documents and such responsibility shall be solely that of the Company. Each affiliates of the Collateral Agent and the Trusteeany such sub agent, each in its capacity as such, and shall not be liable or responsible apply to their respective activities acting for the failure Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Investors and the Company. Upon any such resignation, the Investor holding a majority of the Company principal amount of the Secured Notes shall have the right to appoint a successor. If no successor shall have been so appointed by the Investor and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Investor holding a majority of the principal amount of the Secured Notes, appoint a successor Collateral Agent which shall be a bank with an office in Los Angeles, California, or an affiliate of any such bank. Upon the acceptance of its appointment as Collateral Grantor Agent hereunder by a successor, such successor shall succeed to maintain insurance on and become vested with all the Collateralrights, nor powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall it be responsible discharged from its duties and obligations hereunder. After the Collateral Agent’s resignation hereunder, the provisions of this Article shall continue in effect for any loss due to the insufficiency benefit of such insurance or by reason of the failure retiring Collateral Agent, its sub agents and their respective affiliates in respect of any insurer actions taken or omitted to pay the full amount be taken by any of any loss against which them while it may have insured to the Company or any was acting as Collateral GrantorAgent. Each Investor acknowledges that it has, the Trustee, independently and without reliance upon the Collateral Agent or any other PersonInvestors and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Secured Transaction Documents. The provisions of Article 7Each Investor also acknowledges that it will, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, independently and notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event without reliance upon the Collateral Agent is entitled or required any other Investors and based on such documents and information as it shall from time to commence an time deem appropriate, continue to make its own decisions in taking or not taking action to foreclose under or otherwise exercise its remedies to acquire control based upon any Secured Transaction Document, any related agreement or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficientdocument furnished thereunder.