Common use of Collateral Agent Clause in Contracts

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) The Pledgor and the Issuing Lenders hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 10.5 for purposes of holding or in enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent’s , shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, and at the Pledgor’s expense, to take for any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for against any act or omission of any courier, bailee, broker, bank, investment bank Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of any Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawany foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) The consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” (a) The Pledgor irrevocably constitutes and appoints to the Collateral Agent, with full power extent required for purposes of substitutionholding any Ship Mortgage or any other Security Document, as the Pledgor’s true “collateral trustee”) under the Loan Documents, and lawful attorneyeach of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and to the extent required for purposes of holding any Ship Mortgage or any other Security Document, as the “collateral trustee”) and any co-agents, sub-agents and attorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.5 for purposes of holding or in enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent’s name , shall be entitled to the benefits of all provisions of this Section 9 and Section 10, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” (or for purposes of holding any Ship Mortgage or any other Security Document “collateral trustee”) under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by the Administrative Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, and at the Pledgor’s expense, to take for any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears Collateral against the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank Company or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of the Company or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral in pursuant to Section 363 of the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawBankruptcy Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) The consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and appoints among, inter alia, JPM and the Collateral Agentother Initial Lenders, with full power German American Capital Corporation or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of substitutionitself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the Pledgor’s true secured party of record for purposes of the grants of security and lawful attorney-in-fact, collateral contained in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyvarious Loan Documents. (b) The Pledgor Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent with respect to the agreements and other documents listed on Schedule XXXIII (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees that 10 days notice to act as a replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall constitute not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable notice care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” (c) Collateral Agent agrees that it will confirm receipt (in writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall (or shall cause its designee to) review the Loan Documents constituting the custodial file (as set forth on the closing checklist of Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto. (d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement, if any. Upon request by the Collateral Agent at any time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, if any, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of Pledged Collateralassets constituting collateral which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document. (ce) The Collateral Agent (i) may comply resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the Co-Lender Agreement, if any. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement, if any. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any applicable state Lender and at the expense of Borrower. No resignation or federal law requirements removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in connection with a disposition this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of any rightthe Collateral Agent, power or remedy does not impose upon then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any duty change to exercise that right, power or remedy. The the identity of the Collateral Agent will have no obligation that may be appointed by Lender pursuant to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction terms of the Pledged CollateralCo-Lender Agreement, if any. (f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable to the Collateral Agent in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The sale, transfer or other disposition under this Agreement payment of such fee shall not be duplicative of any right, title, or interest such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor Loan or any person claiming under or through the PledgorOther Mezzanine Loan).

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, Agent shall also act as the Pledgor’s true and lawful attorney-in-fact, in “collateral agent” under the Pledgor’s name or in the Collateral Agent’s name or otherwiseLoan Documents, and at each of the Pledgor’s expenseLenders hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Borrowers to take secure any of the actions authorized Obligations. Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as collateral agent, to enter into any of the Loan Documents as secured party for purposes of acquiring, holding and enforcing all Liens on Collateral (and any other collateral from time to time securing the Obligations), and as Agent for and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies under the Loan Documents may be exercised solely by Agent, at the direction of the Required Lenders, for the benefit of Lenders and Agent in accordance with the terms thereof. In the event of a foreclosure on any of the Collateral pursuant to a public or private sale, either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled (subject to the proviso at the end of this Agreement sentence), for the purpose of bidding and making settlement or permitted under applicable law upon payment of the occurrence purchase price for all or any portion of the Collateral sold at any such public sale, to use and during apply any of the continuation Obligations as a credit on account of an Event of Defaultthe purchase price for any Collateral payable by Agent at such sale; provided however, without notice to that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the PledgorRequired Lenders. This power Without limiting the generality of attorney the foregoing, Agent is a power coupled hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by respect to (i) the Collateral Agent or its agents under this power and the rights of attorney. Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (bii) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or subordination agreement with respect to any Pledged CollateralSubordinated Debt. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes provisions of Section 9 that apply to the Administrative Agent shall apply, mutatis mutandis, to the Collateral Agent and appoints the to any successor Collateral Agent, with full power of substitutionas applicable; provided that, as notwithstanding anything herein to the Pledgor’s true and lawful attorney-in-factcontrary, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, Agent shall have the right to appoint a successor to itself as Collateral Agent and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyany Lender. (b) The Pledgor agrees that 10 days Collateral Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain a perfected security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any of the other Loan Documents, the Collateral Agent shall constitute reasonable notice in connection not have any duty as to any Collateral, as to ascertaining or taking action with any salerespect to calls, transfer conversions, exchanges, maturities, trades or other disposition matters relative to any Collateral, whether or not the Collateral Agent is deemed to have knowledge of Pledged Collateralsuch matters, or as to taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral (including the filing of UCC Financing and Continuation Statements). The Collateral Agent shall be deemed to have exercised appropriate and due care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which other collateral agents accord similar property. (c) The Each of the Administrative Agent and the Collateral Agent may comply with any applicable state or federal law requirements Agent, in connection with a disposition of Pledged Collateral its capacity as an agent under the Intercreditor Agreement, shall be entitled to all right, privileges, protections, immunities, benefits and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant indemnities provided to the Collateral Administrative Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged CollateralSection 9. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent 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 (a) The Pledgor irrevocably constitutes including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and appoints the Credit Agreement; provided, the Collateral AgentAgent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, exercise, or refrain from exercising, any 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 Hedge Agreements (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge that has not been terminated shall be the settlement amount as of the Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate swap counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power Section. The provisions of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Credit Agreement relating to the Collateral Agent under this Agreement including, without limitation, the provisions relating to resignation or removal of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears and the risk powers and duties and immunities of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains are incorporated herein by this reference and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of shall survive any right, title, or interest termination of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCredit Agreement.

Collateral Agent. s rights upon default The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent 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 (a) The Pledgor irrevocably constitutes including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and appoints the Credit Agreement; provided, the Collateral AgentAgent shall, after payment in full of all Obligations under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any 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 Hedge Agreements (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge that has not been terminated shall be the settlement amount as of the Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate swap counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power Section. The provisions of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Credit Agreement relating to the Collateral Agent under this Agreement including, without limitation, the provisions relating to resignation or removal of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears and the risk powers and duties and immunities of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains are incorporated herein by this reference and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of shall survive any right, title, or interest termination of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCredit Agreement.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any each of the actions authorized Holders by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent acceptance of the Pledgor. This power Notes hereby authorize the appointment of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents as the Trustee’s and the Holders’ collateral agent under the Collateral Agreements, and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorize the Collateral Agent to take such action on their behalf under the provisions of the Collateral Agreements, including 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 power of attorneyIndenture, the Intercreditor Agreements and the other Collateral Agreements, together with such powers as are reasonably incidental thereto. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice Collateral Agent may resign and its successor appointed in connection accordance with any sale, transfer or other disposition the terms of Pledged Collateralthe Intercreditor Agreement. (c) The Trustee is authorized and directed by the Holders and the Holders by acquiring the Notes are deemed to have authorized the Trustee, as applicable, to (1) enter into the Intercreditor Agreement, (2) bind the Holders on the terms as set forth in the Intercreditor Agreement, (3) perform and observe its obligations and exercise its rights and powers under the Intercreditor Agreement, including entering into amendments permitted by the terms of this Indenture, the Intercreditor Agreement or the other Collateral Agreements and (4) cause the Collateral Agent to enter into and perform its obligations under the Collateral Agreements. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Notes are deemed to have authorized the Collateral Agent, to (i) enter into the other Collateral Agreements to which it is a party, (ii) bind the Trustee and the Holders on the terms as set forth in such Collateral Agreements and (iii) perform and observe its obligations and exercise its rights and powers under such Collateral Agreements, including entering into amendments permitted by the terms of this Indenture or the Collateral Agreements. Each Holder, by its acceptance of a Note, is deemed to have consented and agreed to the terms of the Intercreditor Agreement and each other Collateral Agreement, as originally in effect and as amended, restated, replaced, supplemented or modified from time to time in accordance with its terms or the terms of this Indenture. Each of the Trustee and the Holders by acquiring the Notes is hereby deemed to (A) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and the Collateral Trust Agreement and (B) acknowledge that it has received copies of the Intercreditor Agreement and the Collateral Trust Agreement and that the exercise of certain of the Trustee’s rights and remedies hereunder may comply with any applicable state or federal law requirements in connection with a disposition be subject to, and restricted by, the provisions of Pledged the Intercreditor Agreement and the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged CollateralTrust Agreement. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS INDENTURE, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS INDENTURE AND THE INTERCREDITOR AGREEMENT OR THE COLLATERAL TRUST AGREEMENT, THE INTERCREDITOR AGREEMENT OR THE COLLATERAL TRUST AGREEMENT, AS APPLICABLE, SHALL CONTROL. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will shall have no obligation whatsoever to take the Trustee or any steps of the Holders to preserve assure that the Collateral exists or is owned by the Company or any claim of the Collateral Grantors or other right against any person is cared for, protected or with respect 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 Pledged Collateralparticular priority, or to determine whether all of the applicable Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Collateral Agreements has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto. (e) The Pledgor bears grant of permissive rights or powers to the risk Collateral Agent shall not be construed to impose duties to act. For the avoidance of lossdoubt, damage, diminution in valuenothing herein shall require the Collateral Agent to file financing statements or continuation statements, or destruction of be responsible for maintaining the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect security interests purported to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens be created by the Pledgor). (h) The Pledgor agrees Collateral Agreements and such responsibility shall be solely that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCompany.

Collateral Agent. s rights upon default (ai) The Pledgor Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.05 for purposes of holding or in enforcing any Lien on the Collateral Agent’s name (or otherwiseany portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the Pledgor’s expense, to take any direction of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of DefaultAdministrative Agent, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot shall be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant entitled to the Collateral Agent benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (eLoan Documents) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise full herein with respect to the Pledged Collateralthereto. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) Without limiting the powers of the “collateral agent” pursuant to the terms hereof or the other Loan Documents, for the purposes of holding any Liens granted by any of the Loan Parties under the laws of the Province of Quebec pursuant to the Collateral Documents, each of the Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer hereby acknowledges that the collateral agent shall be and act as the hypothecary representative of all present and future Lenders (including in its capacities as a perpetual barpotential Hedge Bank, both at law and a potential Cash Management Bank) and the L/C Issuer for all purposes of Article 2692 of the Civil Code of Quebec (the “Hypothecary Representative”). Each of the Lenders (including in equityits capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer hereby appoints, to the extent necessary, the collateral agent as its Hypothecary Representative to hold the Liens created pursuant to such Collateral Documents in order to secure any claims by of the Pledgor or any person claiming under or through Secured Obligations. The collateral agent accepts to act as Hypothecary Representative of all present and future Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the PledgorL/C Issuer for all purposes of Article 2692 of the Civil Code of Quebec.

Collateral Agent. s rights upon default The Trustee acknowledges that during the initial Interest Period of the Initial LIBOR Term Indexed Mode and any Interest Period thereafter while the initial Bondholder Agreement remains in effect, the Bondholder Representative (aif any) The Pledgor irrevocably constitutes and appoints has, pursuant to Section 7.05, the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any all actions and exercise all of the actions authorized by this Agreement rights that the Trustee would otherwise have with respect to any guarantee of obligations (“Guarantee”) relating to the Bonds and any collateral (“Collateral”) securing obligations relating to the Bonds (in each case in accordance with the terms set forth in any agreement governing any Guarantee or permitted under applicable law upon the occurrence and during the continuation of an Event of DefaultCollateral), including, without notice limitation, the power to or direct the consent exercise of the Pledgor. This power of attorney is a power coupled remedies by any collateral agent appointed with an interest and cannot be revokedrespect to such Collateral. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice Trustee shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any have no right, power responsibility or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or action with respect to any Pledged Collateral. (e) The Pledgor bears such Guarantee or Collateral or in connection with the risk exercise of lossremedies in connection therewith. To the extent required, damage, diminution in value, or destruction each of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission Trustee and the Issuer authorizes the appointment of any courier, bailee, broker, bank, investment bank collateral agent in connection with the Collateral and authorizes such collateral agent to enter into any agreements it deems appropriate in connection with the Collateral and any intercreditor arrangements or any other person chosen by it remedial rights in connection therewith, including without limitation, any security agreement or intercreditor agreement (each a “Security Document”). In connection with reasonable care. (g) The Collateral Agent makes no express the foregoing, and for the avoidance of doubt, any such collateral agent shall not have any duties or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as obligations except those expressly set forth in this Clause or as required under applicable lawthe Security Documents, and its duties thereunder shall be administrative in nature. Without limiting the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest generality of the Pledgor in foregoing, any item such collateral agent and its affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Pledged Collateral willsuch collateral agent and of its affiliates: (i) operate shall not be subject to divest the Pledgor permanently any fiduciary or other implied duties, regardless of whether a default or Event of Default has occurred and all persons claiming under or through the Pledgor of that right, title, or interest, andis continuing; (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents and then only as directed in accordance with the terms thereof; provided that such collateral agent shall not be a perpetual barrequired to take any action that, both at law and in equityits opinion or the opinion of its counsel, may expose the collateral agent to liability or that is contrary to any claims Security Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under Title 11 of the United States Code, as amended, and any similar Federal, state or foreign law for the relief of debtors; (iii) shall not, except as expressly set forth in any Security Document, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any Affiliate thereof that is communicated to or obtained by such collateral agent or any of its Affiliates in any capacity; (iv) shall not be liable for any action taken or not taken by it under or in connection with any Security Document or the transactions contemplated thereby (A) with the consent or at the request of the secured party entitled to direct the collateral agent under the applicable Security Document, (B) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment or (C) in reliance on a certificate of an authorized officer of the Borrower or any applicable guarantor of the obligations secured under such Security Document stating that such action is permitted by the Pledgor terms of such Security Document, the collateral agent being deemed not to have knowledge of any default or Event of Default unless and until notice describing such default or Event Default is given in writing to the collateral agent by the in accordance with the terms of such Security Document; and (v) shall not be responsible for or have any duty or obligation to any holder of obligations secured under any Security Document or any other person claiming under to ascertain or through inquire into (A) any statement, warranty or representation made in or in connection with any Security Document, (B) the Pledgorcontents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default or 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 any Security Document, (E) the value or the sufficiency of any Collateral, or (F) the satisfaction of any condition or representation or warranty set forth in any Security Document, other than to confirm receipt of items expressly required to be delivered to such collateral agent. Whether or not therein expressly so provided, every provision of this Bond Indenture, the Loan Agreement, the Credit Facilities, the Liquidity Facilities or related documents relating to the conduct or affecting the liability of or affording protection to any such collateral agent shall be subject to the provision of this Article.

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Bank Product Provider) The Pledgor and the Issuing Banks hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Banks for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Finance Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.5 for purposes of holding or in enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent’s name , shall be entitled to the benefits of all provisions of this Section 9 and Section 10, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by the Administrative Agent or any of its co-agents, sub-agents or attorneys-in-fact shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, and at the Pledgor’s expense, to take for any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears Collateral against the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank Borrowers or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, any Bank Product Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of the Borrowers or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral in pursuant to Section 363 of the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause Bankruptcy Code or as required under applicable lawany other Debtor Relief Laws, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) The consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Finance Obligations as a credit on account of the purchase price for any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Administrative Agent and each of the Lenders hereby designates and appoints the Collateral Agent as its agent under the Collateral Documents and the Administrative Agent and each of the Lenders hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement, the Collateral Documents and the other Loan Documents, together with such powers as are reasonably incidental thereto, and in connection therewith hereby authorizes the Administrative Agent to execute and deliver the Joinder to Intercreditor Agreement and Joinder to Collateral Agency Agreement whereby the Administrative Agent, with full power on behalf of substitutionitself and the Lenders, agrees to be bound by the terms of the Security Agreement, the Intercreditor Agreement, the Collateral Agency Agreement and the other Collateral Documents in their capacities as a “Secured Party” under and as defined in the Security Agreement. In this connection, the Collateral Agent, as the Pledgor’s true “Collateral Agent” and lawful attorneyany co-agents, sub-agents and attorneys-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken fact appointed by the Collateral Agent pursuant to the Collateral Documents for purposes of holding or its enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Secured Parties (under and as defined in the Security Agreement) required pursuant to the terms of the Collateral Documents, shall be entitled to the benefits of all provisions of this Article IX and Article X (as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. Notwithstanding any provision to the contrary contained elsewhere in this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any saleAgreement and the Collateral Documents, transfer or other disposition of Pledged Collateral. (c) The the Collateral Agent may comply shall not have any duties or responsibilities hereunder or thereunder nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Administrative Agent, the Lenders or any applicable state Loan Party, and no implied covenants, functions, responsibilities, duties, obligations or federal law requirements liabilities shall be read into this Agreement and the Collateral Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in connection this Agreement or any other Loan Document with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant 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. Except as expressly otherwise provided in this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawLoan Documents, the Collateral Agent will shall have no duties and may use its sole discretion with respect to exercising or obligations refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including the exercise of remedies pursuant to Article VIII, and any action so taken or otherwise with respect not taken shall be deemed consented to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through Administrative Agent and the PledgorLenders.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, Agent shall also act as the Pledgor’s true and lawful attorney-in-fact, in “collateral agent” under the Pledgor’s name or in the Collateral Agent’s name or otherwiseLoan Documents, and at each of the Pledgor’s expenseLenders hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Borrower to take secure any of the actions authorized Obligations. Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as collateral agent, to enter into any of the Loan Documents as secured party for purposes of acquiring, holding and enforcing all Liens on Collateral (and any other collateral from time to time securing the Obligations), and as Agent for and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies under the Loan Documents may be exercised solely by Agent for the benefit of Lenders and Agent in accordance with the terms thereof. In the event of a foreclosure on any of the Collateral pursuant to a public or private sale, either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled (subject to the proviso at the end of this Agreement sentence), for the purpose of bidding and making settlement or permitted under applicable law upon payment of the occurrence purchase price for all or any portion of the Collateral sold at any such public sale, to use and during apply any of the continuation Obligations as a credit on account of an Event of Defaultthe purchase price for any Collateral payable by Agent at such sale; provided however, without notice to that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the PledgorRequired Lenders. This power Without limiting the generality of attorney the foregoing, Agent is a power coupled hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by respect to (i) the Collateral Agent or its agents under this power and the rights of attorney. Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (bii) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or subordination agreement with respect to any Pledged CollateralSubordinated Debt. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Hedge Bank and a potential Cash Management Bank) The Pledgor and the L/C Issuers hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuers for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.05 for purposes of holding or in enforcing any Lien on the Collateral Agent’s name (or otherwiseany portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the Pledgor’s expense, to take any direction of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of DefaultAdministrative Agent, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot shall be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant entitled to the Collateral Agent benefits of all provisions of this Article IX and Article X (including the second paragraph of Section 10.05), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than Loan Documents as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawfull herein with respect thereto. Without limiting the generality of the foregoing, the Collateral Lenders hereby expressly authorize the Administrative Agent will have no duties or obligations under this Agreement or otherwise to execute any and all documents (including releases) with respect to the Pledged Collateral. (j) The saleCollateral and the rights of the Secured Parties with respect thereto, transfer or other disposition under as contemplated by and in accordance with the provisions of this Agreement of and the Collateral Documents and acknowledge and agree that any right, title, or interest of such action by any Agent shall bind the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorLenders.

Collateral Agent. s rights upon default (a) The Pledgor Secured Parties hereby: (i) irrevocably constitutes designate the Collateral Agent as their agent to act on behalf of the Secured Parties as their representative and appoints on their behalf for the purposes of all the terms of this Security Agreement and the Notes; (ii) agree and consent that the Collateral Agent be named as the sole secured party on any and all security documents, filings or notices executed or filed pursuant to or in respect of this Security Agreement; and (iii) agree that the Collateral Agent is authorized to file any and all terminations of such documents, filings or notices at such time or times as it determines is appropriate. (b) As soon as practicable following the execution and delivery of this Agreement, the Collateral Agent shall deliver this Security Agreement for registration at the Companies Registry. (c) Until the Obligations are paid and performed in full, MTIX covenants and agrees that it will, at its own expense and upon the request of the Collateral Agent, with full power of substitution, as but in all cases subject to the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any rights of the actions authorized by this Agreement or permitted under applicable law upon grantees of the occurrence and during the continuation of Permitted Liens: (i) after an Event of Default, without notice file or cause to be filed such applications and take such other actions as the Majority in Interest or a duly appointed Collateral Agent may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Pledgor. This power of attorney is a power coupled with an interest Secured Parties and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or its agents under approval from such governmental authority; (ii) from time to time, either before or after an Event of Default, promptly execute and deliver to the duly appointed Collateral Agent all such other assignments, certificates, supplemental documents, and do all other acts or things as the Collateral Agent may reasonably request in order to more fully create, evidence, perfect, continue, and preserve the priority of the Security Interest and to carry out the provisions of this power Agreement; and (iii) either before or after an Event of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice Default, pay all filing fees in connection with any salefinancing, transfer continuation, or termination statement or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise instrument with respect to the Pledged CollateralSecurity Interest. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor Each of the Lenders hereby irrevocably constitutes and appoints the Collateral Agent as its agent and authorizes the Collateral Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, Collateral Agent shall have the sole and exclusive authority to (a) [reserved]; (b) execute and deliver as Collateral Agent, each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document; (c) act as collateral agent for Lenders for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein and execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with full power respect to the Loan Documents; (e) manage, supervise or otherwise deal with Collateral; (f) exclusively receive, apply, and distribute payments and proceeds of substitution, the Collateral as the Pledgor’s true and lawful attorney-in-fact, provided in the Pledgor’s name Loan Documents, (g) open and maintain such bank accounts and cash management arrangements as Collateral Agent deems necessary and appropriate in accordance with the Loan Documents, (h) take any enforcement action or in the otherwise exercise any rights or remedies with respect to any Collateral Agent’s name or under any Loan Documents, applicable law or otherwise, and at (i) incur and pay such expenses as Collateral Agent may deem necessary or appropriate for the Pledgor’s expenseperformance and fulfillment of its functions and powers pursuant to the Loan Documents, whether or not any Loan Party is obligated to take reimburse Collateral Agent or Lenders for such expenses pursuant to the Loan Documents or otherwise. The provisions of this Section 22 are solely for the benefit of Collateral Agent and the Lenders, and the Loan Parties and the Parent shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent use of the Pledgor. This power of attorney is a power coupled term “agent” as used herein or in any other Loan Documents (or any similar term) with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by reference to the Collateral Agent is not intended to connote any fiduciary or its agents other implied (or express) obligations arising under this power agency doctrine of attorneyany applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice Lenders irrevocably authorize Collateral Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Collateral Agent under any Loan Document (i) as required pursuant to the Intercreditor Agreement, (ii) upon payment in full of all Loans and all other Obligations (other than contingent obligations for which no claims have been made); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any saledisposition permitted hereunder (including the release of any guarantor); or (iii) subject to Section 17 above, transfer if approved, authorized or other disposition ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of Pledged Collaterala Lien on such Collateral which is permitted by clause (a) or (b) of the definition of “Permitted Liens” (it being understood that the Collateral Agent may conclusively rely on a certificate from Borrower in determining whether the Indebtedness secured by any such Lien is permitted hereunder). Upon request by Collateral Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 22(b). Collateral Agent may, and at the direction of Required Lenders shall, subject to the Intercreditor Agreement, give blockage notices in connection with the Intercompany Subordinated Debt and each Lender hereby authorizes the Collateral Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices. (c) The Sections 14.3 (Duties and Obligations), 14.4 (Reliance), 14.5 (Sub-Agents), 14.6 (Resignation), 14.7(a) (Non-Reliance), 14.8 (Not Partners or Co-Venturers; Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction as Representative of the Pledged Collateral. (fSecured Parties) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than the last sentence of Section 14.8(a)); 14.9 (Credit Bidding), 14.11 (Restrictions on Actions by Lenders), 14.12 (Expenses); 14.13 (Notice of Default or Event of Default), and 14.14 (Liability of Agent) of the Senior Secured Credit Agreement are hereby incorporated into this Agreement, mutatis mutandis, as a part hereof for all purposes (for the avoidance of doubt, with references to the absence of liens created by the Pledgor“Agent” in such provisions (and defined terms used in such provisions) being deemed for all purposes hereof to refer to Collateral Agent). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.05 for purposes of holding or in enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent’s name or otherwise, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto, and at all references to Administrative Agent in this Article IX and Article XI (including Section 11.04(c)) shall, where applicable, be read as including a reference to the Pledgor’s expense, to take any Administrative Agent acting as the “collateral agent”. Without limiting the generality of the actions authorized by this Agreement or permitted under applicable law upon foregoing, the occurrence and during Lenders hereby expressly authorize the continuation of an Event of Default, without notice Administrative Agent to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise execute any and all documents (including releases) with respect to the Pledged Collateral. Collateral (jincluding any intercreditor agreement and any amendment, supplement, modification or joinder with respect thereto) The saleand the rights of the Secured Parties with respect thereto, transfer or other disposition under as contemplated by and in accordance with the provisions of this Agreement of and the Collateral Documents and acknowledge and agree that any right, title, or interest of such action by the Pledgor in any item of Pledged Collateral will: (i) operate to divest Administrative Agent shall bind the Pledgor permanently Lenders and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or settlement will be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorbinding upon each Lender.

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) The Pledgor hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.5 for purposes of holding or in enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent’s name , shall be entitled to the benefits of all provisions of this Section 9 and Section 10, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by the Administrative Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, and at the Pledgor’s expense, to take for any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears Collateral against the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of the Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral in pursuant to Section 363 of the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawBankruptcy Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) The consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender (awith the full power to appoint and to substitute and to delegate) The Pledgor irrevocably constitutes on its behalf, or in its own name as joint and appoints several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 10.5 for purposes of holding or in enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent’s , shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under the parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, and at the Pledgor’s expense, to take for any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for against any act or omission of any courier, bailee, broker, bank, investment bank Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of any Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawany foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) The consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) The Pledgor hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.5 for purposes of holding or in enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent’s name , shall be entitled to the benefits of all provisions of this Section 9 and Section 10, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, and at the Pledgor’s expense, to take for any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears Collateral against the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of the Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral in pursuant to Section 363 of the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawBankruptcy Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) The consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) The Pledgor and the Issuing Lenders hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 10.5 for purposes of holding or in enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent’s name , shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by the Administrative Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, and at the Pledgor’s expense, to take for any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for against any act or omission of any courier, bailee, broker, bank, investment bank Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of any Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral in pursuant to Section 363 of the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawBankruptcy Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) The consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture, with full power of substitution, as the Pledgor’s true Security Agreement and lawful attorney-in-fact, in the Pledgor’s name or in Security Documents and the Collateral Agent’s name or otherwise, Trustee and at the Pledgor’s expense, to take any each of the actions authorized Holders by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent acceptance of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by Notes hereby irrevocably authorizes the Collateral Agent or to take such action on its agents behalf under the provisions of this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any saleIndenture, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral the Security Agreement and compliance will not be considered adversely the Security Documents and to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant exercise such powers and perform such duties as are expressly delegated to the Collateral Agent under by the terms of this Indenture, the Security Agreement of any rightand the Security Documents, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedytogether with such powers as are reasonably incidental thereto. The Collateral Agent will have no obligation agrees to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) act as such on the express conditions contained in this Section 1410. The Pledgor bears provisions of this Section 1410 are solely for the risk of loss, damage, diminution in value, or destruction benefit of the Pledged Collateral. (f) The Collateral Agent will and none of the Trustee, any of the Holders nor the Issuers or any of the Subsidiary Guarantors shall have no responsibility for any act or omission rights as a third party beneficiary of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to of the Pledgor or its successors and assigns (provisions contained herein other than as expressly provided in Section 1403. Notwithstanding any provision to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth contrary contained elsewhere in this Clause or as required under applicable lawIndenture, the Security Agreement and the Security Documents, the Collateral Agent will shall not have no any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or the Issuers or any Subsidiary Guarantor, and no implied covenants, functions, responsibilities, duties, obligations under or liabilities shall be read into this Indenture, the Security Agreement and the Security 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. Except as expressly otherwise provided in this Indenture, the Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Pledged Collateral. (j) The sale, transfer Collateral Agent is expressly entitled to take or other disposition assert under this Indenture, the Security Agreement and the Security Documents, including the exercise of remedies pursuant to Article Five, and any right, title, action so taken or interest of the Pledgor in any item of Pledged Collateral will: (i) operate not taken shall be deemed consented to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through Trustee and the PledgorHolders.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and appoints 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 Credit Agreement; provided, the Collateral AgentAgent shall, after all Obligations have been Paid in Full under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any 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 Hedge Agreements (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge Agreement that has not been terminated shall be the settlement amount as of the Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate swap counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section 10, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power Section 10. The provisions of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Credit Agreement relating to the Collateral Agent under this Agreement including, without limitation, the provisions relating to resignation or removal of any right, power or remedy does not impose upon the Collateral Agent and the powers and duties and immunities of the Collateral Agent are incorporated herein by this reference and shall survive any duty to exercise that right, power or remedytermination of the Credit Agreement. The Collateral Agent will shall have no obligation the right to take any steps to preserve any claim appoint one or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears more sub-agents for the risk purpose of loss, damage, diminution in value, or destruction retaining physical possession of the Pledged Collateral. , which may be held (fin the discretion of the Collateral Agent) The Collateral Agent will have no responsibility for any act in the name of the relevant Grantor, endorsed or omission assigned in blank or in favor of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty or any nominee or nominees of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims sub-agent appointed by the Pledgor or any person claiming under or through the PledgorCollateral Agent.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture and the Collateral Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture and the 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 and the Collateral Documents, together with full power such powers as are reasonably incidental thereto. The provisions of substitutionthis Section 11.11 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 a third party beneficiary of any of the Pledgor’s true provisions contained herein other than as expressly provided in Section 11.03. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and lawful attorney-in-factthe Collateral Documents, in the Pledgor’s name Collateral Agent shall not have any duties or in responsibilities hereunder nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Collateral Documents or otherwise exist against the Collateral Agent’s name or otherwise, and at . Without limiting the Pledgor’s expense, to take any generality of the actions authorized by this Agreement or permitted under applicable law upon foregoing sentence, the occurrence and during the continuation of an Event of Default, without notice to or the consent use of the Pledgor. This power of attorney is a power coupled term “agent” in this Indenture with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by 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. Except as expressly otherwise provided in this Indenture, the Collateral Agent shall have and may use its agents sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this power Indenture, and the Collateral Documents, including the exercise of attorneyremedies pursuant to Article 6, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (b) The Pledgor agrees that 10 days notice None of the Collateral Agent or any of its respective Affiliates shall constitute reasonable notice (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 saleCollateral Document or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), transfer 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 Affiliate thereof, contained in this or any Indenture, any Collateral Document or in any certificate, report, statement or other disposition document referred to or provided for in, or received by the Collateral Agent under or in connection with, this or any other Indenture or the Collateral Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of Pledged Collateralthis or any other Indenture or the Collateral Documents, or for any failure of any Grantor or any other party to this Indenture or the Collateral Documents to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its respective Affiliates 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 or any other Indenture or the Collateral Documents or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (c) The Collateral Agent and its Affiliates may comply 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 the Issuer, any applicable state Guarantor and their Affiliates as though it was not the Collateral Agent hereunder and without notice to or federal law requirements consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, the Collateral Agent or its Affiliates may receive information regarding any Grantor or its respective Affiliates (including information that may be subject to confidentiality obligations in connection with a disposition of Pledged favor of, any such Grantor or such Affiliate) and acknowledge that the Collateral and compliance will Agent shall not be considered adversely under any obligation to affect provide such information to the commercial reasonableness Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of any sale of Pledged Collateralthe Collateral Agent to advance funds. (d) The grant Collateral Agent is authorized and directed to (i) enter into the Collateral Agent under this Agreement of any rightDocuments, power or remedy does not impose upon (ii) bind the Holders on the terms as set forth in the Collateral Agent any duty to exercise that right, power or remedy. The Documents and (iii) perform and observe its obligations under the Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged CollateralDocuments. (e) The Pledgor bears Trustee agrees that it shall not (and shall not be obligated to), and shall not instruct the risk Collateral Agent to, unless specifically requested to do so by a majority of lossthe Holders, damagetake or cause to be taken any action to enforce its rights under this Indenture or against any Grantor, diminution in valueincluding the commencement of any legal or equitable proceedings, to foreclose any Lien on, or destruction otherwise enforce any security interest in, any of the Pledged 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. (f) The Collateral Agent will have no responsibility is each Holder’s agent for any act or omission 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 couriersuch Collateral, baileeupon request from the Issuer, brokerthe Trustee shall notify the Collateral Agent thereof, bankand, investment bank promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or any other person chosen by it otherwise deal with reasonable caresuch Collateral in accordance with the Collateral Agent’s instructions. (g) The Collateral Agent makes shall have no express obligation whatsoever to the Trustee or implied representations any of the Holders to assure that the Collateral exists or warranties with respect is owned by any Grantor 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 (through the filing of continuation statements under the Uniform Commercial Code or otherwise) or enforced or are entitled to any Pledged Collateral particular priority, or other to determine whether all or the Issuer or any Guarantor’s property released constituting collateral intended to be subject to the Pledgor Lien and security interest of the Collateral 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 Collateral Document, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its successors sole discretion given the Collateral Agent’s own interest in the Collateral and assigns (that the Collateral Agent shall have no other than duty or liability whatsoever to the Trustee or any Holder as to any of the absence of liens created by the Pledgor)foregoing. (h) The Pledgor agrees that No provision of this Indenture or any Collateral Document shall require the Collateral Agent will have met (or the Trustee) to expend or risk its duty own funds or otherwise incur any financial liability in the performance of care under applicable law any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the Trustee in the case of the Collateral Agent) if it holds, maintains and disposes shall have reasonable grounds for believing that repayment of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own accountsuch funds is not assured to it. (i) Except as set forth The Collateral Agent (i) shall not be liable for any action it takes or omits to take in this Clause good faith which it reasonably believes to be authorized or as required under applicable lawwithin its rights or powers, or for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Collateral Agent will have no duties or obligations under this Agreement or otherwise was grossly negligent in ascertaining the pertinent facts, (ii) shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with respect the Issuer (and money held in trust by the Collateral Agent need not be segregated from other funds except to the Pledged Collateralextent required by law), (iii) the Collateral Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. (j) The saleNeither the Collateral Agent nor the Trustee shall be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, transfer strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disposition under this Agreement of disasters. Neither the Collateral Agent nor the Trustee shall be liable for any rightindirect, titlespecial or consequential damages (included but not limited to lost profits) whatsoever, or interest even if it has been informed of the Pledgor in any item likelihood thereof and regardless of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor form of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgoraction.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and appoints among, inter alia, JPM and the Collateral Agentother Initial Lenders or their predecessors (as amended from time to time, with full power the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of substitutionitself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the Pledgor’s true secured party of record and lawful attorney-in-fact, mortgagee of record for purposes of the grants of security and collateral contained in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyvarious Loan Documents. (b) The Pledgor Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A., as the Collateral Agent with respect to the agreements, instruments, insurance policies and certificates (including title policies and endorsements) and other documents listed on Schedule XXXIV (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement mortgagee of record and the replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees that 10 days notice to act as a replacement mortgagee of record and as the replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall constitute not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable notice care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” (c) Collateral Agent agrees that it will confirm receipt (in a writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall (or shall cause its designee) to review the Loan Documents constituting the custodial file (as set forth on the closing checklist of the Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto. (d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement. Upon request by the Collateral Agent at any time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of Pledged Collateralassets constituting collateral which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document. (ce) The Collateral Agent (i) may comply resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the Co-Lender Agreement. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any applicable state Lender and at the expense of Borrower. No resignation or federal law requirements removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in connection with a disposition this Agreement and the Co-Lender Agreement and shall have assumed in writing the obligations of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of any rightthe Collateral Agent, power or remedy does not impose upon then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any duty change to exercise that right, power or remedy. The the identity of the Collateral Agent will have no obligation that may be appointed by Lender pursuant to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction terms of the Pledged CollateralCo-Lender Agreement. (f) The Collateral Agent will have no responsibility shall be paid an annual fee of $15,000 for any act or omission its services by Borrower. For 2010, Borrower shall pay the prorated amount of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The such fee to Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to on the Pledgor or its successors Closing Date (i.e. services from the Closing Date forward until December 31, 2010). Commencing January 2011 and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the annually each January thereafter, Collateral Agent will have met shall submit its duty invoice for $15,000 to Borrower for payment. Borrower shall promptly pay such invoice within ten (10) Business Days of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own accountreceipt. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) The Pledgor and each of the Issuing Lenders hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such ▇▇▇▇▇▇ and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 10.5 for purposes of holding or in enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent’s , shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under the parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, and at the Pledgor’s expense, to take for any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for against any act or omission of any courier, bailee, broker, bank, investment bank Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of any Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawany foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) The consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes All items of Collateral and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name any interest therein to be delivered to or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, held by Holder pursuant to take any of the actions authorized by this Agreement or permitted under applicable law upon shall be held by Holder, for the occurrence benefit of itself. Debtor may conclusively and during the continuation of an Event of Defaultabsolutely rely, without notice inquiry, upon any action of ▇▇▇▇▇▇ in all matters referred to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under in this power of attorneyAgreement. (b) Holder shall have no duties or responsibilities except those expressly set forth in this Agreement. Neither Holder nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder to the maximum extent permitted by law. The Pledgor agrees that 10 days notice duties of Holder shall constitute reasonable notice be mechanical and administrative in connection with any sale, transfer or other disposition of Pledged Collateralnature. (c) The Prior to delivery of a written notice from Holder that an Event of Default has occurred (“Notice of Default”), Holder shall have the power, but not the obligation, to take such actions as Holder in its discretion deems necessary or desirable to perfect, preserve, or otherwise protect the security interest and Liens in the Collateral Agent may comply with or any applicable state part thereof. After a Notice of Default has been delivered by ▇▇▇▇▇▇, Holder shall take such actions under this Agreement as it deems desirable, necessary or federal law requirements in connection with by a disposition final order, decree or judgment of Pledged Collateral a court of competent jurisdiction and compliance will not be considered adversely from which no appeal has been taken and as to affect which the commercial reasonableness of any sale of Pledged Collateraltime the right to appeal has expired. (d) The grant All proceeds of the Collateral shall be applied as follows: (i) first, to the Collateral Agent payment of all fees and expenses (including, without limitation, all fees, taxes, attorneys’ fees and legal expenses) incurred by Holder in connection with retaking, holding, collecting, or liquidating the Collateral, until paid in full; (ii) second, to payment of all fees, expenses, indemnities and other amounts owed to Holder under Sections 19 or 28(c) or otherwise under this Agreement Agreement, until paid in full; (iii) third, to payment of that portion of the Obligations constituting fees, expenses and indemnities owed to Holder, until paid in full; (iv) fourth, to payment of that portion of the Obligations constituting interest owed to Holder, until paid in full; (v) fifth, to payment of that portion of the Obligations constituting unpaid principal of the Secured Note, until paid in full; (vi) sixth, to pay any rightother Obligations owed to Holder, power until paid in full; and (vii) last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Debtor or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateralas otherwise required by law. (e) The Pledgor bears Holder, in consultation with ▇▇▇▇▇▇, shall have the risk right to appoint a third-party collateral agent; provided, however, that, notwithstanding the results of losssuch consultation with ▇▇▇▇▇▇, damage, diminution in value, or destruction the right of the Pledged CollateralHolder to appoint a successor shall be exercised by the Holder in its sole discretion. (f) The Collateral Agent will have no responsibility for any act or omission Holder shall use reasonable care in the custody and preservation of any courierCollateral in Holder’s possession. Holder shall not be liable for (i) any action taken or omitted by it in its discretion under or in connection with this Agreement, bailee, broker, bank, investment bank or any other person chosen applicable document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by it with reasonable carea final non-appealable judgment by a court of competent jurisdiction). (g) The Collateral Agent makes no Notwithstanding anything in this Agreement or any other agreement or document, express or implied representations or warranties with respect implied, it is agreed that (i) Holder shall not be subject to any Pledged Collateral fiduciary or other property released implied duties, (ii) Holder shall not be required to take any action that, in its opinion or the Pledgor opinion of its counsel, may expose Holder to liability or that is contrary to applicable law; (iii) Holder may consult with legal counsel or independent public accountants and other experts selected by it and shall be entitled to fully rely upon any opinion of such counsel or accountant in connection with any action taken or omitted to be taken by Holder in accordance with the advice of such counsel, accountants or experts; and (iv) Holder may perform any and all of its successors duties and assigns (other than as to the absence of liens created exercise its rights and powers hereunder by the Pledgor)or through any one or more sub-agents appointed by ▇▇▇▇▇▇. (h) The Pledgor agrees that provisions of this Section 28 are solely for the Collateral Agent will benefit of ▇▇▇▇▇▇, and Debtor shall not have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except rights as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement a third party beneficiary of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorsuch provisions.

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) The Pledgor and the Issuing Lenders hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section ‎10.5 for purposes of holding or in enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent’s , shall be entitled to the benefits of all provisions of this ‎Section 10 and Section‎ 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, and at the Pledgor’s expense, to take for any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for against any act or omission of any courier, bailee, broker, bank, investment bank Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of any Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawany foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) The consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any each of the actions authorized Holders by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent acceptance of the Pledgor. This power Notes hereby authorize the appointment of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents as the Trustee’s and the Holders’ collateral agent under the Collateral Agreements, and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorize the Collateral Agent to take such action on their behalf under the provisions of the Collateral Agreements, including 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 power of attorneyIndenture, the Intercreditor Agreements and the other Collateral Agreements, together with such powers as are reasonably incidental thereto. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice Collateral Agent may resign and its successor appointed in connection accordance with any sale, transfer or other disposition the terms of Pledged Collateralthe Intercreditor Agreements. (c) The Trustee is authorized and directed by the Holders and the Holders by acquiring the Notes are deemed to have authorized the Trustee, as applicable, to (1) enter into the Intercreditor Agreements, (2) bind the Holders on the terms as set forth in the Intercreditor Agreements, (3) perform and observe its obligations and exercise its rights and powers under the Intercreditor Agreements, including entering into amendments permitted by the terms of this Indenture, the Intercreditor Agreements or the other Collateral Agreements and (4) cause the Collateral Agent to enter into and perform its obligations under the Collateral Agreements. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Notes are deemed to have authorized the Collateral Agent, to (i) enter into the other Collateral Agreements to which it is a party, (ii) bind the Trustee and the Holders on the terms as set forth in such Collateral Agreements and (iii) perform and observe its obligations and exercise its rights and powers under such Collateral Agreements, including entering into amendments permitted by the terms of this Indenture or the Collateral Agreements. Each Holder, by its acceptance of a Note, is deemed to have consented and agreed to the terms of the Intercreditor Agreements and each other Collateral Agreement, as originally in effect and as amended, restated, replaced, supplemented or modified from time to time in accordance with its terms or the terms of this Indenture. Each of the Trustee and the Holders by acquiring the Notes is hereby deemed to (A) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements and (B) acknowledge that it has received a copy of the Intercreditor Agreements and that the exercise of certain of the Trustee’s rights and remedies hereunder may comply with any applicable state or federal law requirements in connection with a disposition be subject to, and restricted by, the provisions of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged CollateralIntercreditor Agreements. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS INDENTURE, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS INDENTURE AND EITHER OF THE INTERCREDITOR AGREEMENTS, THE APPLICABLE INTERCREDITOR AGREEMENT SHALL CONTROL. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will shall have no obligation whatsoever to take the Trustee or any steps of the Holders to preserve assure that the Collateral exists or is owned by the Company or any claim of the Collateral Grantors or other right against any person is cared for, protected or with respect 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 Pledged Collateralparticular priority, or to determine whether all of the applicable Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Collateral Agreements has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto. (e) The Pledgor bears grant of permissive rights or powers to the risk Collateral Agent shall not be construed to impose duties to act. For the avoidance of lossdoubt, damage, diminution in valuenothing herein shall require the Collateral Agent to file financing statements or continuation statements, or destruction of be responsible for maintaining the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect security interests purported to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens be created by the Pledgor). (h) The Pledgor agrees Collateral Agreements and such responsibility shall be solely that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCompany.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, Agent shall also act as the Pledgor’s true and lawful attorney-in-fact, in “collateral agent” under the Pledgor’s name or in the Collateral Agent’s name or otherwiseLoan Documents, and at each of the Pledgor’s expenseLenders hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Borrowers to take secure any of the actions authorized Obligations. Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as collateral agent, to enter into any of the Loan Documents as secured party for purposes of acquiring, holding and enforcing all Liens on Collateral (and any other collateral from time to time securing the Obligations), and as Agent for and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies under the Loan Documents may be exercised solely by Agent for the benefit of Lenders and Agent in accordance with the terms thereof. In the event of a foreclosure on any of the Collateral pursuant to a public or private sale, either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled (subject to the proviso at the end of this Agreement sentence), for the purpose of bidding and making settlement or permitted under applicable law upon payment of the occurrence purchase price for all or any portion of the Collateral sold at any such public sale, to use and during apply any of the continuation Obligations as a credit on account of an Event of Defaultthe purchase price for any Collateral payable by Agent at such sale; provided however, without notice to that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the PledgorRequired Lenders. This power Without limiting the generality of attorney the foregoing, Agent is a power coupled hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by respect to (i) the Collateral Agent or its agents under this power and the rights of attorney. Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (bii) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or subordination agreement with respect to any Pledged CollateralSubordinated Debt. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Securities hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture, with full power the Security Documents and the Intercreditor Agreement and the Trustee and each of substitutionthe Holders by acceptance of the Securities hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents and the 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 and the Intercreditor Agreement, and consents and agrees to the terms of the Intercreditor Agreement and each Security Document, as the Pledgor’s true and lawful attorney-in-factsame 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 on the Pledgor’s name or express conditions contained in this Section 11.08. The provisions of this Section 11.08 are solely for the benefit of the Collateral Agent’s name or otherwiseAgent and none of the Trustee, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent Holders nor any of the PledgorGrantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 11.03. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions 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 its agents under remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this power Indenture, the Security Documents and the Intercreditor Agreement, the duties of attorney. (b) The Pledgor agrees that 10 days notice the Collateral Agent shall constitute reasonable notice be ministerial and administrative in connection with nature, and the Collateral Agent shall not have any saleduties or responsibilities, transfer except those expressly set forth herein and in the other Notes Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other disposition fiduciary relationship with the Trustee, any Holder or any Grantor, 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 Pledged Collateral. (c) The Collateral Agent may comply the foregoing sentence, the use of the term “agent” in this Indenture with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under this Agreement agency doctrine of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law. Instead, the Collateral Agent will have no duties such term is used merely as a matter of market custom, and is intended to create or obligations under this Agreement or otherwise with respect to the Pledged Collateralreflect only an administrative relationship between independent contracting parties. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor Secured Party is hereby designated as the collateral agent under this Agreement, the Security Documents and the Note Documents, and the Holders irrevocably constitutes authorize the Secured Party to take such action on their behalf under the provisions of this Agreement, the Security Documents and appoints the Collateral Agentother Note Documents, with full power and to exercise such powers and perform such duties as are expressly delegated to the Secured Party by the terms of substitutionthis Agreement and the other Note Documents, and consents and agrees to the terms of the each Note Document, as the Pledgor’s true and lawful attorney-in-factsame may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. Each Holder, by accepting the Pledgor’s name or in benefits of this Agreement, agrees to the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any appointment of the actions authorized by Secured Party pursuant to this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revokedSection 6.12. The Pledgor ratifies and confirms all actions Secured Party agrees to act as such on the express conditions contained in this Section 6.12. The Holders agree that any action taken by the Collateral Agent Secured Party in accordance with the provisions of this Agreement and the other Note Documents, and the exercise by the Secured Party of any rights or its agents remedies set forth herein and therein shall be authorized and binding upon the Holders. Notwithstanding any provision to the contrary contained elsewhere in this Agreement and the other Note Documents, the duties of the Secured Party shall be ministerial and administrative in nature, and the Secured Party shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents, to which the Secured Party is a party, nor shall the Secured Party have or be deemed to have any trust or other fiduciary relationship with the Holders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Security Documents and the other Note Documents, or otherwise exist against the Secured Party. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Secured Party is not intended to connote any fiduciary or other implied (or express) obligations arising under this power agency doctrine of attorneyany 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 Pledgor agrees Secured Party may perform any of its duties under this Agreement or the other the Note 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. The Secured Party shall not be responsible for the acts or omissions of any receiver, agent, employee, attorney-in-fact or Related Person that 10 days notice shall constitute reasonable notice it selects as long as such selection was made in connection good faith and with any sale, transfer or other disposition of Pledged Collateraldue care. (c) The Collateral Agent may comply with Secured Party shall be entitled to rely, and shall be fully protected in relying, upon any applicable state writing, resolution, notice, consent, certificate, affidavit, order, letter, telegram, facsimile, certification, telephone message, statement, or federal law requirements 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 any Grantor), independent accountants and other experts and advisors selected by the Secured Party. The Secured Party shall not be bound to make any investigation into the facts or matters stated in connection any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Secured Party shall be fully justified in failing or refusing to take any action under this Agreement and the other Note Documents. The Secured Party shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Note Documents, in accordance with a disposition request, direction, instruction or consent of Pledged Collateral the Holders and compliance will not such request and any action taken or failure to act pursuant thereto shall be considered adversely to affect binding upon all of the commercial reasonableness of any sale of Pledged CollateralHolders. (d) The grant Secured Party shall not be deemed to have knowledge or notice of the Collateral Agent under this Agreement occurrence of any right, power default or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged CollateralEvent of Default. (e) The Secured Party may resign at any time by 5 days’ written notice to the Holders, such resignation to be effective upon the acceptance of a successor agent to its appointment as Secured Party. If the Secured Party resigns under this Agreement, the Pledgor bears shall appoint a successor collateral agent. If no successor collateral agent is appointed pursuant to the risk preceding sentence within ten (10) days after the intended effective date of lossresignation (as stated in the notice of resignation) the Secured Party shall be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, damagesuch successor collateral agent shall succeed to all the rights, diminution in value, or destruction powers and duties of the Pledged Collateralretiring Secured Party, and the retiring Secured Party’s appointment, powers and duties as the Secured Party shall be terminated. After the retiring Secured Party’s resignation hereunder, the provisions of this Section 6.12(e) shall continue to inure to its benefit and the retiring Secured Party 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 Secured Party under this Agreement. (f) High Trail Investments ON LLC shall initially act as collateral agent and shall be authorized to appoint co-collateral agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents, neither the Secured Party nor any of its respective officers, directors, employees or agents or other Related Persons 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. The Collateral Agent will have no responsibility Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Secured Party nor any of its officers, directors, employees or agents shall be responsible for any act or omission of any courierfailure to act hereunder, bailee, broker, bank, investment bank except for its own gross negligence or any other person chosen by it with reasonable carewillful misconduct. (g) The Collateral Agent makes no express Secured Party is authorized and directed to (i) enter into the Security Documents to which it is party, whether executed on or implied representations or warranties with respect to any Pledged Collateral or after the Closing, (ii) bind the Holders on the terms as set forth in the Security Documents and the other property released to Note Documents, and (iii) perform and observe its obligations under the Pledgor or its successors Security Documents and assigns (the other than as to the absence of liens created by the Pledgor)Note Documents. (h) The Pledgor agrees Secured Party shall have no obligation whatsoever to assure that the Collateral Agent will exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Secured Party’s Liens have met its been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all or part of the 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 under applicable law if it holdscare, maintains disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and disposes of Pledged Collateral in powers granted or available to the same manner that it holdsSecured Party pursuant to this Agreement, maintains and disposes of property for its own accountany Security Document or the other Note Documents. (i) Except as set forth No provision of this Agreement, any Security Document or the other Note Documents shall require the Secured Party to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder unless it shall have received indemnity satisfactory to the Secured Party in its sole discretion against potential costs and liabilities incurred by the Secured Party relating thereto. Notwithstanding anything to the contrary contained in this Clause Agreement, the Security Documents or the other Note Documents, in the event the Secured Party is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Secured Party shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the Mortgages or take any such other action if the Secured Party has determined that the Secured Party may incur personal liability as required under applicable lawa result of the presence at, or release on or from, the Collateral Agent will have or such property, of any hazardous substances. The Secured Party shall at any time be entitled to cease taking any action described in this clause (i) if it no duties longer reasonably deems any indemnity, security or obligations under this Agreement or otherwise with respect undertaking to the Pledged Collateralbe sufficient. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: Secured Party (i) operate shall not be liable for any action taken or omitted to divest be taken by it in connection with this Agreement, any Security Document, the Pledgor permanently and all persons claiming under or through the Pledgor of that right, titleother Note Documents, or interestany instrument referred to herein or therein, and except to the extent that any of 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, (ii) shall not be a perpetual barliable for interest on any money received by it and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, both at law omitted or suffered by it in good faith and in equityaccordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Secured Party shall not be construed to impose duties to act. (k) The Secured Party shall not be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. The Secured Party shall not be liable for any indirect, special, punitive, incidental or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. (l) The Secured Party does not assume any claims responsibility for any failure or delay in performance or any breach by the Pledgor or any person claiming Grantor under this Agreement, the Security Documents and the other Note Documents. The Secured Party shall not be responsible any Person for any recitals, statements, information, representations or warranties contained in this Agreement, the Security Documents, the other Note Documents, or in any certificate, report, statement, or other document referred to or provided for in, or received by the Secured Party under or through in connection with, this Agreement, the Security Documents or the other Note Documents; the execution, validity, genuineness, effectiveness or enforceability of the Security Documents and any other Note Document of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its obligations under this Agreement, the Security Documents and the other Note Documents. The Secured Party shall have no obligation to any 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 Agreement, the Security Documents or the other Note Documents, or the satisfaction of any conditions precedent contained in this Agreement, the Security Documents or the other Note Documents. The Secured Party shall not be required to initiate or conduct any litigation or collection or other proceeding under this Agreement, the Intercreditor Agreements, and the Security Documents unless expressly set forth hereunder or thereunder. (m) The parties hereto hereby agree and acknowledge that the Secured Party 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 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 Agreement, the Security Documents or the other Note Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto hereby agree and acknowledge that in the exercise of its rights under Agreement, the Security Documents or the other Note Documents, the Secured Party may hold or obtain indicia of ownership primarily to protect the security interest of the Secured Party in the Collateral and that any such actions taken by the Secured Party shall not be construed as or otherwise constitute any participation in the management of such Collateral. In the event that the Secured Party 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 fiduciary or trust obligation for the benefit of another, which in either of the Secured Party’s sole discretion may cause the Secured Party 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 Secured Party to incur liability under CERCLA or any other federal, state or local law, each of the Secured Party and the Secured Party reserves the right, instead of taking such action, to either resign as the collateral agent or arrange for the transfer of the title or control of the asset to a court-appointed receiver. The Secured Party shall not be liable to the Pledgor, the Grantors, or any other Person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Secured Party’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. (n) Subject to the provisions of the applicable Security Documents and the other Note Documents, the Secured Party shall execute and deliver this Agreement, the Security Documents and the other Note Documents to which it is a party and all agreements, documents and instruments incidental thereto, and act in accordance with the terms thereof. For the avoidance of doubt, the Secured Party shall have no discretion under this Agreement, the Security Documents or the other Note Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Hold

Collateral Agent. s rights upon default (a) The Pledgor Secured Party is hereby designated as the collateral agent under this Agreement, the Security Documents and the Note Documents, and each Holder, together with any successors or assigns thereof, hereby irrevocably constitutes appoints, designates and appoints authorizes the Secured Party to take such action, exercise such powers and perform sch duties on its behalf under the provisions of this Agreement, the Security Documents and the other Note Documents as are delegated to it by the terms of such documents, and to act as agent of such Holder for purposes of acquiring, holding, enforcing and perfecting all Liens granted by each Grantor on the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take secure any of the Obligations, in each case together with such actions authorized and powers as are reasonably incidental thereto. Each Holder, by accepting the benefits of this Agreement or permitted under applicable law upon Agreement, agrees to the occurrence and during the continuation of an Event of Default, without notice to or the consent appointment of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revokedSecured Party pursuant to this Section 6.12. The Pledgor ratifies and confirms all actions Secured Party agrees to act as such on the express conditions contained in this Section 6.12. The Holders agree that any action taken by the Collateral Agent Secured Party in accordance with the provisions of this Agreement and the other Note Documents, and the exercise by the Secured Party of any rights or its agents remedies set forth herein and therein shall be authorized and binding upon the Holders. Notwithstanding any provision to the contrary contained elsewhere in this Agreement and the other Note Documents, the duties of the Secured Party shall be ministerial and administrative in nature, and the Secured Party shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents, to which the Secured Party is a party, nor shall the Secured Party have or be deemed to have any trust or other fiduciary relationship with the Holders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Security Documents and the other Note Documents, or otherwise exist against the Secured Party. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Secured Party is not intended to connote any fiduciary or other implied (or express) obligations arising under this power agency doctrine of attorneyany 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 Pledgor agrees Secured Party may perform any of its duties under this Agreement or the other the Note 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. The Secured Party shall not be responsible for the acts or omissions of any receiver, agent, employee, attorney-in-fact or Related Person that 10 days notice shall constitute reasonable notice it selects as long as such selection was made in connection good faith and with any sale, transfer or other disposition of Pledged Collateraldue care. (c) The Collateral Agent may comply with Secured Party shall be entitled to rely, and shall be fully protected in relying, upon any applicable state writing, resolution, notice, consent, certificate, affidavit, order, letter, telegram, facsimile, certification, telephone message, statement, or federal law requirements 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 any Grantor), independent accountants and other experts and advisors selected by the Secured Party. The Secured Party shall not be bound to make any investigation into the facts or matters stated in connection any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Secured Party shall be fully justified in failing or refusing to take any action under this Agreement and the other Note Documents. The Secured Party shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Note Documents, in accordance with a disposition request, direction, instruction or consent of Pledged Collateral the Holders and compliance will not such request and any action taken or failure to act pursuant thereto shall be considered adversely to affect binding upon all of the commercial reasonableness of any sale of Pledged CollateralHolders. (d) The grant Secured Party shall not be deemed to have knowledge or notice of the Collateral Agent under this Agreement occurrence of any right, power default or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged CollateralEvent of Default. (e) The Pledgor bears Secured Party may resign at any time by ten (10) days’ written notice to the risk Holders, such resignation to be effective upon the acceptance of lossa successor agent to its appointment as Secured Party. If the Secured Party resigns under this Agreement, damagethe Holders shall appoint a successor collateral agent. If no successor collateral agent is appointed pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Secured Party shall be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, diminution in valuesuch successor collateral agent shall succeed to all the rights, or destruction powers and duties of the Pledged Collateralretiring Secured Party, and the retiring Secured Party’s appointment, powers and duties as the Secured Party shall be terminated. After the retiring Secured Party’s resignation hereunder, the provisions of this Section 6.12(e) shall continue to inure to its benefit and the retiring Secured Party 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 Secured Party under this Agreement. (f) High Trail Special Situations LLC shall initially act as collateral agent and shall be authorized to appoint co-collateral agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents, neither the Secured Party nor any of its respective officers, directors, employees or agents or other Related Persons 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. The Collateral Agent will have no responsibility Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Secured Party nor any of its officers, directors, employees or agents shall be responsible for any act or omission of any courierfailure to act hereunder, baileeexcept for its own bad faith, brokergross negligence, bank, investment bank or any other person chosen by it with reasonable carewillful misconduct. (g) The Collateral Agent makes no express Secured Party is authorized and directed to (i) enter into the Security Documents to which it is party, whether executed on or implied representations or warranties with respect to any Pledged Collateral or after the Closing Date, (ii) bind the Holders on the terms as set forth in the Security Documents and the other property released to Note Documents, and (iii) perform and observe its obligations under the Pledgor or its successors Security Documents and assigns (the other than as to the absence of liens created by the Pledgor)Note Documents. (h) The Pledgor agrees Secured Party shall have no obligation whatsoever to assure that the Collateral Agent will exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Secured Party’s Liens have met its been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all or part of the 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 under applicable law if it holdscare, maintains disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and disposes of Pledged Collateral in powers granted or available to the same manner that it holdsSecured Party pursuant to this Agreement, maintains and disposes of property for its own accountany Security Document or the other Note Documents. (i) Except as set forth No provision of this Agreement, any Security Document or the other Note Documents shall require the Secured Party to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder unless it shall have received indemnity satisfactory to the Secured Party in its sole discretion against potential costs and liabilities incurred by the Secured Party relating thereto. Notwithstanding anything to the contrary contained in this Clause Agreement, the Security Documents or the other Note Documents, in the event the Secured Party is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Secured Party shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the Mortgages or take any such other action if the Secured Party has determined that the Secured Party may incur personal liability as required under applicable lawa result of the presence at, or release on or from, the Collateral Agent will have or such property, of any hazardous substances. The Secured Party shall at any time be entitled to cease taking any action described in this clause (i) if it no duties longer reasonably deems any indemnity, security or obligations under this Agreement or otherwise with respect undertaking to the Pledged Collateralbe sufficient. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: Secured Party (i) operate shall not be liable for any action taken or omitted to divest be taken by it in connection with this Agreement, any Security Document, the Pledgor permanently and all persons claiming under or through the Pledgor of that right, titleother Note Documents, or interestany instrument referred to herein or therein, and except to the extent that any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own bad faith, gross negligence or willful misconduct, (ii) shall not be a perpetual barliable for interest on any money received by it and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, both at law omitted or suffered by it in good faith and in equityaccordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Secured Party shall not be construed to impose duties to act. (k) The Secured Party shall not be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include, but not be limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters and other events out of the Secured Party’s control directly relating to the foregoing. The Secured Party shall not be liable for any claims indirect, special, punitive, incidental or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. (l) The Secured Party does not assume any responsibility for any failure or delay in performance or any breach by the Pledgor or any person claiming Grantor under this Agreement, the Security Documents and the other Note Documents. The Secured Party shall not be responsible to any Person for any recitals, statements, information, representations or warranties contained in this Agreement, the Security Documents, the other Note Documents, or in any certificate, report, statement, or other document referred to or provided for in, or received by the Secured Party under or through in connection with, this Agreement, the Security Documents or the other Note Documents; the execution, validity, genuineness, effectiveness or enforceability of the Security Documents and any other Note Document of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its obligations under this Agreement, the Security Documents and the other Note Documents. The Secured Party shall have no obligation to any 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 Agreement, the Security Documents or the other Note Documents, or the satisfaction of any conditions precedent contained in this Agreement, the Security Documents or the other Note Documents. The Secured Party shall not be required to initiate or conduct any litigation or collection or other proceeding under this Agreement and the Security Documents unless expressly set forth hereunder or thereunder. (m) The parties hereto hereby agree and acknowledge that the Secured Party 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 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 Agreement, the Security Documents or the other Note Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto hereby agree and acknowledge that in the exercise of its rights under this Agreement, the Security Documents or the other Note Documents, the Secured Party may hold or obtain indicia of ownership primarily to protect the security interest of the Secured Party in the Collateral and that any such actions taken by the Secured Party shall not be construed as or otherwise constitute any participation in the management of such Collateral. In the event that the Secured Party 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 fiduciary or trust obligation for the benefit of another, which in either of the Secured Party’s sole discretion may cause the Secured Party 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 Secured Party to incur liability under CERCLA or any other federal, state or local law, the Secured Party reserves the right, instead of taking such action, to either resign as the collateral agent or arrange for the transfer of the title or control of the asset to a court-appointed receiver. The Secured Party shall not be liable to the Pledgor, the Grantors, or any other Person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Secured Party’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. (n) Subject to the provisions of the applicable Security Documents and the other Note Documents, the Secured Party shall execute and deliver this Agreement, the Security Documents and the other Note Documents to which it is a party and all agreements, documents and instruments incidental thereto, and act in accordance with the terms thereof. For the avoidance of doubt, the Secured Party shall have no discretion under this Agreement, the Security Documents or the other Note Do

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and Each Secured Party hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Collateral Agent for the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any benefit of the actions authorized by Secured Parties under this Agreement or permitted under applicable law upon to serve from the occurrence and during date hereof until the continuation termination of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyAgreement. (b) The Pledgor agrees that 10 days notice Each Secured Party hereby irrevocably authorizes Collateral Agent to take such action and to exercise such powers hereunder as provided herein or as requested in writing by the Secured Parties who hold a majority in interest of outstanding principal and interest under the Notes (the “Majority Note Holders”) in accordance with the terms hereof, together with such powers as are reasonably incidental thereto. Collateral Agent may execute any of its duties hereunder by or through agents or employees and shall constitute reasonable notice be entitled to request and act in connection with reliance upon the advise of counsel concerning all matters pertaining to its duties hereunder and shall not be liable for any sale, transfer action taken or other disposition of Pledged Collateralomitted to be taken by it in good faith in accordance therewith. (c) The Collateral Agent may comply shall not be liable or responsible to any Secured Party or to LLCL or any of its Affiliates for any action taken or omitted to be taken by Collateral Agent or any other such person hereunder or under any related agreement, instrument or document, except in the case of gross negligence or willful misconduct on the part of Collateral Agent, nor shall Collateral Agent be liable or responsible for (A) the validity, effectiveness, sufficiency, enforceability or enforcement of the Notes, this Agreement or any instrument or document delivered hereunder or relating hereto; (B) the title of LCLX or any of its Affiliates to any of the Collateral or the freedom of any of the Collateral from any prior or other liens or security interests; (C) the determination, verification or enforcement of LCLL’s compliance with any applicable state of the terms and conditions of this Agreement; (D) the failure by LCLX or federal law requirements in connection any of its Affiliates to deliver any instrument or document required to be delivered pursuant to the terms hereof; or (E) the receipt, disbursement, waiver, extension or other handling of payments or proceeds made or received with a disposition respect to the Collateral, the servicing of Pledged the Collateral and compliance will not be considered adversely to affect or the commercial reasonableness enforcement or the collection of any sale of Pledged amounts owing with respect to the Collateral. (d) The grant In connection with this Security Agreement and the transactions contemplated hereby and any related document relating to any of the Collateral, each of the Secured Parties agrees to pay to Collateral Agent, on demand, its pro rata share (based on relative Secured Obligations) of all fees and all expenses incurred in connection with the operation and enforcement of this Agreement, the Notes or any related agreement to the extent that such fees or expenses have not been paid by LCLL or its Affiliates. In connection with this Security Agreement and each instrument and document relating to any of the Collateral, each of the Secured Parties (on a pro rata basis based upon the outstanding Secured Obligations owing to the Secured Parties) and LCLX, on behalf of itself and its Affiliates, hereby agree to hold Collateral Agent harmless, and to indemnify Collateral Agent from and against any and all loss, damage, expense or liability which may be incurred by Collateral Agent under this Agreement of and the transactions contemplated hereby and any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim related agreement or other right against any person instrument or with respect to any Pledged Collateral. (e) The Pledgor bears document, as the risk of losscase may be, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created unless such liability shall be caused by the Pledgor)willful misconduct or gross negligence of Collateral Agent. (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s The Collateral Agent has been appointed to act as Collateral Agent hereunder by each Secured Party either pursuant to the Transaction Documents or by their acceptance of the benefits hereof. The Collateral Agent 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. Without the written consent of the Collateral Agent that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would release all or substantially all of the Collateral except as expressly provided herein. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that 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, including for this purpose any unfunded commitments (the "Requisite Parties"). Upon any such notice of resignation or any such removal, the Requisite Parties shall have the right, upon default five (a5) The Pledgor irrevocably constitutes and appoints Business Days' notice to the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any following receipt of the actions authorized by this Agreement Grantors' consent (which shall not be unreasonable withheld or permitted under applicable law upon the occurrence delayed and during the continuation of which shall not be required while an Event of DefaultDefault exists), without notice to or appoint a successor Collateral Agent. Upon the consent acceptance of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the any appointment as Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees hereunder by a successor Collateral Agent, that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the successor Collateral Agent under this Agreement shall thereupon succeed to 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, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any rightretiring or removed Collateral Agent's resignation or removal hereunder as the Collateral Agent, power the provisions of this Agreement shall inure to its benefit as to any actions taken or remedy does not impose upon omitted to be taken by it under this Agreement while it was the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateralhereunder. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) The Pledgor hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.5 for purposes of holding or in enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent’s name , shall be entitled to the benefits of all provisions of this Section 9 and Section 10, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, and at the Pledgor’s expense, to take for any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for against any act or omission of any courier, bailee, broker, bank, investment bank Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of any Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral in pursuant to Section 363 of the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawBankruptcy Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) The consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and appoints among, inter alia, JPM and the Collateral Agentother Initial Lenders, with full power German American Capital Corporation or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of substitutionitself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the Pledgor’s true secured party of record for purposes of the grants of security and lawful attorney-in-fact, collateral contained in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyvarious Loan Documents. (b) The Pledgor Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent with respect to the agreements and other documents listed on Schedule XXXIV (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees that 10 days notice to act as a replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall constitute not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable notice care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” (c) Collateral Agent agrees that it will confirm receipt (in writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall (or shall cause its designee to) review the Loan Documents constituting the custodial file (as set forth on the closing checklist of Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto. (d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement, if any. Upon request by the Collateral Agent at any time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, if any, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of Pledged Collateralassets constituting collateral which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document. (ce) The Collateral Agent (i) may comply resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the Co-Lender Agreement, if any. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement, if any. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any applicable state Lender and at the expense of Borrower. No resignation or federal law requirements removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in connection with a disposition this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of any rightthe Collateral Agent, power or remedy does not impose upon then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any duty change to exercise that right, power or remedy. The the identity of the Collateral Agent will have no obligation that may be appointed by Lender pursuant to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction terms of the Pledged CollateralCo-Lender Agreement, if any. (f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable to the Collateral Agent in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The sale, transfer or other disposition under this Agreement payment of such fee shall not be duplicative of any right, title, or interest such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor Loan or any person claiming under or through the PledgorOther Mezzanine Loan).

Collateral Agent. s rights upon default The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent 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 (a) The Pledgor irrevocably constitutes including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and appoints the Credit Agreement; provided, the Collateral AgentAgent shall, after payment in full of all Obligations under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any 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 Hedge Agreements (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge that has not been terminated shall be the settlement amount as of the Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate swap counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power Section. The provisions of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Credit Agreement relating to the Collateral Agent under this Agreement including, without limitation, the provisions relating to resignation of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears and the risk powers and duties and immunities of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains are incorporated herein by this reference and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of shall survive any right, title, or interest termination of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCredit Agreement.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes All items of Collateral and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name any interest therein to be delivered to or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, held by Holder pursuant to take any of the actions authorized by this Agreement or permitted under applicable law upon shall be held by Holder, for the occurrence benefit of itself. Debtor may conclusively and during the continuation of an Event of Defaultabsolutely rely, without notice inquiry, upon any action of ▇▇▇▇▇▇ in all matters referred to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under in this power of attorneyAgreement. (b) Holder shall have no duties or responsibilities except those expressly set forth in this Agreement. Neither Holder nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder to the maximum extent permitted by law. The Pledgor agrees that 10 days notice duties of Holder shall constitute reasonable notice be mechanical and administrative in connection with any sale, transfer or other disposition of Pledged Collateralnature. (c) The Prior to delivery of a written notice from Holder that an Event of Default has occurred (“Notice of Default”), Holder shall have the power, but not the obligation, to take such actions as Holder in its discretion deems necessary or desirable to perfect, preserve, or otherwise protect the security interest and Liens in the Collateral Agent may comply with or any applicable state part thereof. After a Notice of Default has been delivered by ▇▇▇▇▇▇, Holder shall take such actions under this Agreement as it deems desirable, necessary or federal law requirements in connection with by a disposition final order, decree or judgment of Pledged Collateral a court of competent jurisdiction and compliance will not be considered adversely from which no appeal has been taken and as to affect which the commercial reasonableness of any sale of Pledged Collateraltime the right to appeal has expired. (d) The grant All proceeds of the Collateral shall be applied as follows: (i) first, to the Collateral Agent payment of all fees and expenses (including, without limitation, all fees, taxes, attorneys’ fees and legal expenses) incurred by Holder in connection with retaking, holding, collecting, or liquidating the Collateral, until paid in full; (ii) second, to payment of all fees, expenses, indemnities and other amounts owed to Holder under Sections 19 or 28(c) or otherwise under this Agreement Agreement, until paid in full; (iii) third, to payment of that portion of the Obligations constituting fees, expenses and indemnities owed to Holder, until paid in full; (iv) fourth, to payment of that portion of the Obligations constituting interest owed to Holder, until paid in full; (v) fifth, to payment of that portion of the Obligations constituting unpaid principal of the Secured Note, until paid in full; (vi) sixth, to pay any rightother Obligations owed to Holder, power until paid in full; and (vii) last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Debtor or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateralas otherwise required by law. (e) The Pledgor bears ▇▇▇▇▇▇, in consultation with ▇▇▇▇▇▇, shall have the risk right to appoint a third-party collateral agent; provided, however, that, notwithstanding the results of losssuch consultation with ▇▇▇▇▇▇, damage, diminution the right of Holder to appoint a successor shall be exercised by ▇▇▇▇▇▇ in value, or destruction of the Pledged Collateralits sole discretion. (f) The Collateral Agent will have no responsibility for any act or omission Holder shall use reasonable care in the custody and preservation of any courierCollateral in Holder’s possession. Holder shall not be liable for (i) any action taken or omitted by it in its discretion under or in connection with this Agreement, bailee, broker, bank, investment bank or any other person chosen applicable document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by it with reasonable carea final non-appealable judgment by a court of competent jurisdiction). (g) The Collateral Agent makes no Notwithstanding anything in this Agreement or any other agreement or document, express or implied representations or warranties with respect implied, it is agreed that (i) Holder shall not be subject to any Pledged Collateral fiduciary or other property released implied duties, (ii) Holder shall not be required to take any action that, in its opinion or the Pledgor opinion of its counsel, may expose Holder to liability or that is contrary to applicable law; (iii) Holder may consult with legal counsel or independent public accountants and other experts selected by it and shall be entitled to fully rely upon any opinion of such counsel or accountant in connection with any action taken or omitted to be taken by Holder in accordance with the advice of such counsel, accountants or experts; and (iv) Holder may perform any and all of its successors duties and assigns (other than as to the absence of liens created exercise its rights and powers hereunder by the Pledgor)or through any one or more sub-agents appointed by ▇▇▇▇▇▇. (h) The Pledgor agrees that provisions of this Section 28 are solely for the Collateral Agent will benefit of ▇▇▇▇▇▇, and Debtor shall not have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except rights as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement a third party beneficiary of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorsuch provisions.

Collateral Agent. s rights upon default The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent 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 (a) The Pledgor irrevocably constitutes including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and appoints the Credit Agreement; provided, the Collateral AgentAgent shall, after payment in full of all Obligations under the Credit Agreement, exercise, or refrain from exercising, any 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 Hedge Agreements (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge Agreement that has not been terminated shall be the settlement amount as of the Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate swap counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power Section. The provisions of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Credit Agreement relating to the Collateral Agent under this Agreement including, without limitation, the provisions relating to resignation or removal of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears and the risk powers and duties and immunities of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains are incorporated herein by this reference and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of shall survive any right, title, or interest termination of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCredit Agreement.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Agent has been appointed to act as Agent hereunder by Lenders pursuant to the terms and appoints provisions of Section 9.8 of the Collateral AgentCredit Agreement and, with full power by their acceptance of substitutionthe benefits hereof, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwiseother Secured Parties. Agent shall be obligated, and at shall have the Pledgor’s expenseright 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 Credit Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the actions authorized Collateral hereunder, 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 Secured Parties in accordance with the terms of this Section. Agent may resign at any time by giving prior written notice thereof to Lenders and the Grantors. Upon any such notice of resignation, Agent immediately shall be discharged from its duties and obligations under this Agreement or permitted under applicable law and Requisite Lenders shall have the right, upon the occurrence and during the continuation of an Event of Default, without notice to or Agent, to appoint a successor Agent. Upon the consent acceptance of any appointment as Agent hereunder by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral retiring Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any saleAgreement, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral retiring Agent under this Agreement of any right, power or remedy does not impose upon shall promptly at the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. Grantors’ expense (i) Except transfer to such successor Agent all sums 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 Agent under this Agreement, and (ii) execute and deliver to such successor Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as set forth may be necessary in this Clause or connection with the assignment to such successor Agent of the security interests created hereunder. After any retiring Agent’s resignation hereunder as required under applicable lawAgent, the Collateral Agent will have no duties provisions of this Agreement shall inure to its benefit as to any actions taken or obligations omitted to be taken by it under this Agreement or otherwise with respect to the Pledged Collateralwhile it was Agent hereunder. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Each of the Holders, by acceptance of the Notes, and the Issuer hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture, with full power the Collateral Documents and each of substitutionthe Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture, the 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 and the Collateral Documents, and consents and agrees to the terms of each Collateral Document, as the Pledgor’s true and lawful attorney-in-factsame 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 on the Pledgor’s name or express conditions contained in this Section 12.07. The provisions of this Section 12.07 are solely for the benefit of the Collateral Agent’s name or otherwise, and at none of the Pledgor’s expenseTrustee, to take any of the actions authorized by this Agreement or permitted under applicable law upon Holders, the occurrence and during the continuation of an Event of Default, without notice to or the consent Issuer nor any of the Pledgor. This power Guarantors shall have any rights as a third-party beneficiary of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions any of the provisions contained in this Section 12.07 other than as expressly provided in Section 12.03. (b) Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision 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 and the Collateral 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 and in the Collateral Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the 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. Each Collateral Agent may perform any of its agents duties under this power 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, (each, 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 responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney. (b) The Pledgor agrees -in-fact or Related Person that 10 days notice shall constitute reasonable notice in connection it selects as long as such selection was made with any sale, transfer or other disposition of Pledged Collateraldue care. (c) The Neither the Collateral Agent may comply with nor any applicable state of its Related Persons shall (i) be liable for any action taken or federal law requirements omitted to be taken by any of them under or in connection with a disposition 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 transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to either of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Guarantor or Affiliate of any sale of Pledged Collateral. (d) The grant Guarantor, or any Officer or Related Person thereof, contained in this Indenture, or any Collateral Document, 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 Agreement Indenture, or the Collateral Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or the Collateral Documents, or for any rightfailure of the Issuer or any Guarantor or any other party to this Indenture, power the Collateral Documents to perform its obligations hereunder or remedy does not impose upon thereunder. Neither the Collateral Agent nor any duty to exercise that right, power or remedy. The Collateral Agent will have no of its respective Related Persons shall be under any obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank Trustee or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express Holder to ascertain or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than inquire as to the absence existence of liens created by any Default or Event of Default, the Pledgor). (h) The Pledgor agrees that observance or performance of any of the Collateral Agent will have met its duty of care under applicable law if it holdsagreements contained in, maintains and disposes of Pledged Collateral in the same manner that it holdsor conditions of, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawIndenture, the Collateral Agent will have no duties Documents or obligations under this Agreement or otherwise with respect to inspect the Pledged Collateral. (j) The saleproperties, transfer or other disposition under this Agreement of any right, titlebooks, or interest records of the Pledgor in Issuer, any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor Guarantor or any person claiming under or through the PledgorGuarantor’s Affiliates.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture and the Collateral Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture and the 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 and the Collateral Documents, together with full power such powers as are reasonably incidental thereto. The provisions of substitutionthis Section 11.11 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 a third party beneficiary of any of the Pledgor’s true provisions contained herein other than as expressly provided in Section 11.03. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and lawful attorney-in-factthe Collateral Documents, in the Pledgor’s name Collateral Agent shall not have any duties or in responsibilities hereunder nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Collateral Documents or otherwise exist against the Collateral Agent’s name or otherwise, and at . Without limiting the Pledgor’s expense, to take any generality of the actions authorized by this Agreement or permitted under applicable law upon foregoing sentence, the occurrence and during the continuation of an Event of Default, without notice to or the consent use of the Pledgor. This power of attorney is a power coupled term “agent” in this Indenture with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by 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. Except as expressly otherwise provided in this Indenture, the Collateral Agent shall have and may use its agents sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this power Indenture, and the Collateral Documents, including the exercise of attorneyremedies pursuant to Article 6, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (b) The Pledgor agrees that 10 days notice None of the Collateral Agent or any of its respective Affiliates shall constitute reasonable notice (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 saleCollateral Document or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), transfer 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 Affiliate thereof, contained in this or any Indenture, any Collateral Document or in any certificate, report, statement or other disposition document referred to or provided for in, or received by the Collateral Agent under or in connection with, this or any other Indenture or the Collateral Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of Pledged Collateralthis or any other Indenture or the Collateral Documents, or for any failure of any Grantor or any other party to this Indenture or the Collateral Documents to perform its obligations hereunder or thereunder. The rights, privileges, protections, immunities and benefits given to the Trustee are hereby extended to, and shall be enforceable by, the Collateral Agent. None of the Collateral Agent or any of its respective Affiliates 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 or any other Indenture or the Collateral Documents or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (c) The Collateral Agent and its Affiliates may comply 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 the Issuer, any applicable state Guarantor and their Affiliates as though it was not the Collateral Agent hereunder and without notice to or federal law requirements consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, the Collateral Agent or its Affiliates may receive information regarding any Grantor or its respective Affiliates (including information that may be subject to confidentiality obligations in connection with a disposition of Pledged favor of, any such Grantor or such Affiliate) and acknowledge that the Collateral and compliance will Agent shall not be considered adversely under any obligation to affect provide such information to the commercial reasonableness Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of any sale of Pledged Collateralthe Collateral Agent to advance funds. (d) The grant Collateral Agent is authorized and directed to (i) enter into the Collateral Agent under this Agreement of any rightDocuments, power or remedy does not impose upon (ii) bind the Holders on the terms as set forth in the Collateral Agent any duty to exercise that right, power or remedy. The Documents and (iii) perform and observe its obligations under the Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged CollateralDocuments. (e) The Pledgor bears Trustee agrees that it shall not (and shall not be obligated to), and shall not instruct the risk Collateral Agent to, unless specifically requested to do so by a majority of lossthe Holders, damagetake or cause to be taken any action to enforce its rights under this Indenture or against any Grantor, diminution in valueincluding the commencement of any legal or equitable proceedings, to foreclose any Lien on, or destruction otherwise enforce any security interest in, any of the Pledged 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. (f) The Collateral Agent will have no responsibility is each Holder’s agent for any act or omission 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 couriersuch Collateral, baileeupon request from the Issuer, brokerthe Trustee shall notify the Collateral Agent thereof, bankand, investment bank promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or any other person chosen by it otherwise deal with reasonable caresuch Collateral in accordance with the Collateral Agent’s instructions. (g) The Collateral Agent makes shall have no express obligation whatsoever to the Trustee or implied representations any of the Holders to assure that the Collateral exists or warranties with respect is owned by any Grantor 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 (through the filing of continuation statements under the Uniform Commercial Code or otherwise) or enforced or are entitled to any Pledged Collateral particular priority, or other to determine whether all or the Issuer or any Guarantor’s property released constituting collateral intended to be subject to the Pledgor Lien and security interest of the Collateral 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 Collateral Document, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its successors sole discretion given the Collateral Agent’s own interest in the Collateral and assigns (that the Collateral Agent shall have no other than duty or liability whatsoever to the Trustee or any Holder as to any of the absence of liens created by the Pledgor)foregoing. (h) The Pledgor agrees that No provision of this Indenture or any Collateral Document shall require the Collateral Agent will have met (or the Trustee) to expend or risk its duty own funds or otherwise incur any financial liability in the performance of care under applicable law any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the Trustee in the case of the Collateral Agent) if it holds, maintains and disposes shall have reasonable grounds for believing that repayment of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own accountsuch funds is not assured to it. (i) Except as set forth The Collateral Agent (i) shall not be liable for any action it takes or omits to take in this Clause good faith which it reasonably believes to be authorized or as required under applicable lawwithin its rights or powers, or for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Collateral Agent will have no duties or obligations under this Agreement or otherwise was grossly negligent in ascertaining the pertinent facts, (ii) shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with respect the Issuer (and money held in trust by the Collateral Agent need not be segregated from other funds except to the Pledged Collateralextent required by law), (iii) the Collateral Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. (j) The saleNeither the Collateral Agent nor the Trustee shall be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, transfer strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disposition under this Agreement of disasters. Neither the Collateral Agent nor the Trustee shall be liable for any rightindirect, titlespecial or consequential damages (included but not limited to lost profits) whatsoever, or interest even if it has been informed of the Pledgor in any item likelihood thereof and regardless of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor form of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgoraction.

Collateral Agent. s rights upon default(1) Each of the Holders by acceptance of the Notes hereby irrevocably appoints W▇▇▇▇ Fargo Bank, National Association as the initial Collateral Agent (and any successor appointed pursuant to the terms of this Indenture) for the benefit of the Holders under this Indenture and the Security Documents and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture and 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 the Security Documents, together with such powers as are reasonably incidental thereto. The Trustee and the Collateral Agent each is authorized and directed by the Holders, and the Holders by acquiring the Notes have deemed to have authorized the Trustee or the Collateral Agent, as applicable, to (i) enter into the Security Documents (including any amendments thereto), (ii) bind the Holders on the terms as set forth in the Security Documents (including any amendments thereto) and (iii) perform and observe its obligations under the Security Documents (including any amendments thereto). (2) Neither the Company nor any of its Affiliates nor any Person acting as collateral agent for the benefit of the lenders under the Senior Loan Documents may serve as Collateral Agent. (3) The Collateral Agent shall hold (directly or through agents), and will be entitled to enforce, all Liens on the Collateral created by the Security Documents. (4) Except as provided in the Intercreditor Agreement, the Collateral Agent shall not be obligated: (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take act upon directions purported to be delivered to it by any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney.Person; (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with to foreclose upon or otherwise enforce any sale, transfer or other disposition of Pledged Collateral.Lien; or (c) The Collateral Agent may comply to take any other action whatsoever with regard to any applicable state or federal law requirements in connection with a disposition all of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness Security Documents, the Liens created thereby or the Collateral. A resignation or removal of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement and appointment of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The a successor Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released become effective pursuant to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as terms set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise above with respect to the Pledged Collateral. (j) The sale, transfer resignation or other disposition under this Agreement of any right, title, or interest removal of the Pledgor in any item Trustee and the appointment of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorsuccessor Trustee.

Collateral Agent. s rights upon default (i) Each Buyer hereby (a) The Pledgor irrevocably constitutes appoints Castlerigg Master Investments Ltd. ("Castlerigg") as the collateral agent hereunder and appoints under the other Security Documents (in such capacity, the "COLLATERAL AGENT"), and (b) authorizes the Collateral AgentAgent (and its officers, with full power of substitutiondirectors, as the Pledgor’s true employees and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, agents) to take such action on such Buyer's behalf in accordance with the terms hereof and thereof. The Collateral Agent shall not have, by reason hereof or any of the actions authorized other Security Documents, a fiduciary relationship in respect of any Buyer. Neither the Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to any Buyer for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Buyer agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its officers, directors, employees and agents (collectively, the "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 Indemnitee ("INDEMNITY COSTS"), arising from or in connection with the performance by such Indemnitee of the duties and obligations of Collateral Agent pursuant hereto or any of the Security Documents; provided, that, (i) the liability of any Buyer pursuant to this Section 4(q) shall be several and not joint with any other Buyer, and shall not exceed in the aggregate its pro rata percentage of such Indemnity Costs (based on the percentage of Securities that such Buyer shall acquire at the Closing as a percentage of all Securities sold at the Closing) and (ii) no Buyer shall be obligated under this Section 4 (q) for any indirect or consequential Indemnity Costs. (ii) The Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it reasonably and in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent any of the Pledgor. This power other Transaction Documents and its duties hereunder or thereunder, upon advice of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken counsel selected by the Collateral Agent or its agents under this power of attorneyit. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (ciii) The Collateral Agent may comply with resign from the performance of all its functions and duties hereunder and under the New Notes and the Security Documents at any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. time by giving at least ten (d10) The grant Business Days prior written notice to the Company and each holder of the New Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment as provided below. Upon any such notice of resignation, the holders of a majority of the outstanding principal under this Agreement the New Notes shall appoint a successor Collateral Agent. Upon the acceptance of any rightthe appointment as Collateral Agent, power or remedy does not impose upon the such successor Collateral Agent any duty shall succeed to exercise that rightand become vested with all the rights, power or remedy. The powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or shall be discharged from its successors duties and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect Agreement, the New Notes and the other Security Documents. After any Collateral Agent's resignation hereunder, the provisions of this Section 4(q) shall inure to its benefit. If a successor Collateral Agent shall not have been so appointed within said ten (10) Business Day period, the Pledged Collateral. (j) The saleretiring Collateral Agent shall then appoint a successor Collateral Agent who shall serve until such time, transfer or other disposition under this Agreement if any, as the holders of any right, title, or interest a majority of the Pledgor in any item of Pledged outstanding principal under the New Notes appoint a successor Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorAgent as provided above.

Collateral Agent. s rights upon default The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent 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 (a) The Pledgor irrevocably constitutes including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement, the Intercreditor Agreement and appoints the Credit Agreement; provided, the Collateral AgentAgent shall, after payment in full of all Obligations under the Credit Agreement (other than contingent indemnification obligations for which no claim has been asserted) and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional amount (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. In furtherance of the foregoing provisions of this Section, as each Secured Party, by its acceptance of the Pledgor’s true and lawful attorney-in-factbenefits hereof, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Section. Collateral Agent may comply resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders 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 Requisite Lenders. Upon any applicable state such notice of resignation or federal law requirements in connection any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to the Administrative Agent, to appoint a successor Collateral Agent, and if no Default or Event of Default shall have occurred and be continuing, with a disposition the consent of Pledged Collateral and compliance will Company, such consent not to be considered adversely to affect unreasonably withheld or delayed. Upon the commercial reasonableness acceptance of any sale appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of Pledged Collateral. (d) The grant to 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 or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any rightretiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, power the provisions of this Agreement shall inure to its benefit as to any actions taken or remedy does not impose upon omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder. If any duty Grantor fails to exercise that rightperform or comply with any of its agreements contained in this Agreement and the Collateral Agent, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears as provided for by the risk terms of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank this Agreement or any other person chosen by it Credit Document, shall itself perform or comply, or otherwise cause performance or compliance, with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to such agreement, the Pledgor or its successors and assigns (other than as to the absence expenses of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty incurred in connection with such performance or compliance, together with interest thereon at the rate then in effect in respect of care under applicable law if it holdsthe Revolving Loan, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, shall be payable by such Grantor to the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to on demand and shall constitute Obligations secured by the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and APPOINTED ATTORNEY-IN-FACT. By way of securing its obligations hereunder, each Guarantor hereby appoints the Collateral Agent, with full power of substitution, as Agent the Pledgor’s true and lawful attorney-in-factfact of such Guarantor for the purpose, in if the Pledgor’s name or in First Lien Termination Date has occurred, during the continuance of an Event of Default, of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent’s name Agent may deem necessary or otherwiseadvisable to accomplish the purposes hereof, which appointment is irrevocable and at coupled with an interest. Without limiting the Pledgor’s expense, to take any generality of the actions authorized by this Agreement or permitted under applicable law foregoing, if and only if the First Lien Termination Date has occurred, the Collateral Agent shall have the right, upon the occurrence and during the continuation continuance of an a Noticed Event of Default, without notice with full power of substitution either in the Collateral Agent's name or in the name of a Guarantor, (a) to receive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, ▇▇▇ for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (e) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (f) to use, sell, assign, transfer, pledge, make any agreement with respect to or the consent otherwise deal with all or any of the Pledgor. This power Collateral, and to do all other acts and things necessary to carry out the purposes of attorney is a power coupled with an interest this Agreement, as fully and cannot completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; PROVIDED that nothing herein contained shall be revoked. The Pledgor ratifies and confirms all actions taken construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent Agent, or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection to present or file any claim or notice, or to take any action with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant respect to the Collateral Agent under this Agreement of or any right, power part thereof or remedy does not impose upon the Collateral Agent moneys due or to become due in respect thereof or any duty to exercise that right, power or remedyproperty covered thereby. The Collateral Agent will have no obligation to take any steps to preserve any claim or and the other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction Second Lien Secured Parties shall be accountable only for amounts actually received as a result of the Pledged Collateral. (f) The Collateral Agent will have no responsibility exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to the Guarantor for any act or omission of any courierfailure to act hereunder, bailee, broker, bank, investment bank except for their own gross negligence or any other person chosen by it with reasonable carewillful misconduct. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights Section 10.1 Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or authorized to act for, any other Lender. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Section 10.2 Each Lender, by signing this Agreement (i) represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon defaultany other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold its portion of the Loan hereunder and (ii) expressly acknowledges that neither any other Lender nor any of its respective officers, directors, employees, agents, attorneys in fact have made any representations or warranties to it and that no act by any other Lender hereafter taken, including any review of the affairs of a Relevant Party, shall be deemed to constitute any representation or warranty by any Lender. Each Lender shall, independently and without reliance upon any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning a Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder. (a) The Pledgor irrevocably constitutes and appoints Section 10.3 U.S. Bank Trust Company, National Association has been appointed Collateral Agent for the benefit of Lenders hereunder pursuant to the Collateral AgentAgency Agreement. It is expressly understood and agreed by the parties hereto that any authority conferred upon Collateral Agent hereunder is subject to the terms of the delegation of authority made by Lenders to Collateral Agent pursuant to the Collateral Agency Agreement, with full power of substitution, and that Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or express conditions contained in the Collateral Agent’s name or otherwise, Agency Agreement (including the rights and at the Pledgor’s expense, to take any protections of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The thereunder). Any successor Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant appointed pursuant to the Collateral Agent under this Agreement Agency shall be entitled to all the rights, interests and benefits of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateralhereunder. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and Each Secured Party hereby appoints Bush Ross, P.A. (the "Colla▇▇▇▇▇ ▇▇▇nt") as the Collateral AgentAgent hereunder and each Secured Party authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Collateral Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, with full power each Secured Party hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of substitutionthe documents to which the Collateral Agent is a party relating to security for the obligations under the Notes, as to exercise all rights, powers and remedies that the Pledgor’s true and lawful attorney-in-factCollateral Agent may have under such Transaction Documents and, in the Pledgor’s name or in case of the Collateral Agent’s name or otherwise, and at the Pledgor’s expenseTransaction Documents, to take any of act as agent for the actions authorized by this Agreement or permitted Secured Parties under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneysuch Transaction Documents. (b) As to any matters not expressly provided for by this Agreement and the other document relating thereto (including enforcement or collection), the Collateral Agent shall not be required to exercise any discretion or 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 Secured Parties, and such instructions shall be binding upon all Secured Parties; provided, however, that the Collateral Agent shall not be required to take any action that (i) the Collateral Agent in good faith believes exposes it to personal liability unless the Collateral Agent receives an indemnification satisfactory to it from the Secured Parties with respect to such action or (ii) is contrary to this Agreement or applicable law. The Pledgor Collateral Agent agrees that 10 days to give to each Secured Party prompt notice shall constitute reasonable of each notice given to it by the Grantor pursuant to the terms of this Agreement or the other Transaction Documents. If the Collateral Agent receives conflicting instructions from the Secured Parties it will not be required to act until it receives instructions from the Secured Parties holding a majority of the Notes (calculated in connection with any sale, transfer or other disposition of Pledged Collateraldollar amounts rather than noteholders). (c) In performing its functions and duties hereunder and under the Transaction Documents and the other documents required to be executed or delivered in connection therewith, the Collateral Agent is acting solely on behalf of the Secured Parties and its duties are entirely administrative in nature. The Collateral Agent does not assume and shall not be deemed to have assumed any obligation other than as expressly set forth herein, in the Transaction Documents and any other documents required to be executed or delivered in connection therewith related hereto or any other relationship as the agent, fiduciary or trustee of or for any Secured Party or holder of any other obligation under this Agreement or the Notes. The Collateral Agent may comply with perform any applicable state of its duties under any Transaction Document by or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateralthrough its agents or employees. (d) The grant None of the Collateral Agent, any of its affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Transaction Documents, except for its, his, her or their own gross negligence or willful misconduct. (e) Each Secured Party acknowledges that it shall, independently and without reliance upon the Collateral Agent or any other Secured Party conduct its own independent investigation of the financial condition and affairs of the Parent and its Subsidiaries in connection with the issuance of the Securities. Each Secured Party also acknowledges that it shall, independently and without reliance upon the Collateral Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and other Transaction Documents. For avoidance of doubt, each Secured Party represents that it has had no contact with the Collateral Agent; that the Collateral Agent has had no role in the negotiation or preparation of the Transaction Documents and was contacted after such negotiations and documents were finalized for the purpose of serving solely in the administrative role of Collateral Agent under this Agreement. (f) Each Secured Party agrees to indemnify the Collateral Agent and each of its affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Borrower), from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, the Collateral Agent or any of its affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of this Agreement or the other Transaction Documents or any action taken or omitted by the Collateral Agent under this Agreement or the document related thereto; provided, however, that no Secured Party shall be liable for any portion of any rightsuch liabilities, power obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or remedy does not impose upon disbursements resulting from the Collateral Agent any duty to exercise that right, power Agent's or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim such Affiliate's gross negligence or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable carewillful misconduct. (g) The Collateral Agent makes may resign at any time by giving written notice thereof to the Secured Parties and the Parent. Upon any such resignation, the Secured Parties shall have the right to appoint a successor Collateral Agent. If no express successor Collateral Agent shall have been so appointed by the Secured Parties, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, selected from among the Secured Parties. Upon the acceptance of any appointment as Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the Transaction Documents and any other documents required to be executed or implied representations or warranties with respect delivered in connection therewith. Prior to any Pledged retiring Collateral or other property released Agent's resignation hereunder as Collateral Agent, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the Pledgor or successor Collateral Agent its successors and assigns (other than rights as Collateral Agent under the Transaction Documents. After such resignation, the retiring Collateral Agent shall continue to have the benefit of this Agreement as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement, the absence of liens created by the Pledgor)Transaction Documents and any other documents required to be executed or delivered in connection therewith. (h) The Pledgor Each Secured Party agrees that any action taken by the Collateral Agent will have met its duty in accordance with the provisions of care under applicable law if it holdsthis Agreement or of the other document relating thereto, maintains and disposes the exercise by the Collateral Agent or the Secured Parties of Pledged Collateral in the same manner that it holdspowers set forth herein or therein, maintains together with such other powers as are reasonably incidental thereto, shall be authorized and disposes binding upon all of property for its own accountthe Secured Parties. (i) Except as set forth Each of the Secured Parties hereby directs, in this Clause or as required under applicable lawaccordance with the terms hereof, the Collateral Agent will have no duties to release (or in the case of clause (ii) below, release or subordinate) any Lien held by the Collateral Agent for the benefit of the Secured Parties against any of the following: (i) all of the Collateral upon payment and satisfaction in full of all obligations under the Notes and all other obligations under the Transaction Documents that the Collateral Agent has been notified in writing are then due and payable; (ii) any assets that are subject to a Lien permitted by Section 3.2); and (iii) any part of the Collateral sold or disposed of by the Parent or any Subsidiary if such sale or disposition is permitted by this Agreement and the Notes (or permitted pursuant to a waiver or consent of a transaction otherwise with respect prohibited by this Agreement and the Notes). Each of the Secured Parties hereby directs the Collateral Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 7.14 promptly upon the Pledged Collateraleffectiveness of any such release. (j) The salecontact information for the Collateral Agent is: Bush Ross, transfer or other disposition under this Agreement of any rightP.A., title220 S. Fra▇▇▇▇▇ ▇▇▇eet, or interest of Tam▇▇, ▇▇ ▇▇▇▇▇, ▇ttention: John Giordano. The fax numb▇▇ ▇▇▇ ▇▇▇▇ ▇oss, P.A. is (813) 22▇-▇▇▇▇ ▇▇d the Pledgor in any item of Pledged E-ma▇▇ ▇▇▇▇▇▇▇ ▇▇ jgiordano@bushross.com. The ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Bush Ross, P.A. is (813) 22▇-▇▇▇▇. (k) The Collateral willAgent: (i) operate shall not be responsible in any manner for the validity, correctness or sufficiency of any document or instrument received by or made available to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that rightit, title, or interest, andin its capacity as Collateral Agent hereunder. (ii) shall be a perpetual barentitled to act upon any written certificate, both statement, notice, demand, request, consent, agreement or other instrument whatever, not only in reliance upon its due execution and the validity and effectiveness of its provisions, but also as to the accuracy and completeness of any information therein contained, which the Collateral Agent shall in good faith believe to be genuine and to have been signed or presented by any authorized person. (iii) shall be entitled to request and receive from any party hereto such documents in addition to those provided for herein as the Collateral Agent may deem necessary to resolve any questions of fact involved in the administration of its duties hereunder. (iv) may, at law the expense of the remaining parties, consult independent counsel of its choice in respect to any question relating to its duties or responsibilities under this Agreement, and shall not be liable for any action taken or omitted in equitygood faith on advice of such counsel. (v) shall be under no obligation to advance any monetary sum in connection with the maintenance or administration of this Agreement, to institute or defend any claims action, suit or legal proceeding in connection herewith, or to take any other action likely to involve the Collateral Agent in expense, unless first indemnified by the Pledgor remaining parties to the Collateral Agent's satisfaction. (vi) shall not be bound by any amendment to this Agreement or by any person claiming other such amendment or agreement unless the same shall have been executed by the Collateral Agent. (vii) shall have only such duties and responsibilities as are expressly set forth in this Agreement in the performance of its obligations hereunder. (viii) shall be indemnified and held harmless by the remaining parties against any and all liabilities incurred by it hereunder (including all costs, expenses and fees incurred in defending any legal action or administrative proceeding or in resisting any claim), except for those resulting from its own willful misconduct or gross negligence. (ix) may, if it becomes uncertain concerning its rights and responsibilities with respect to its duties or if it receives instructions with respect to the Collateral that it believes to be in conflict with this Agreement or is advised that a dispute has arisen with respect to its duties under this Agreement, without liability, refrain from taking any action until it is directed otherwise in a writing signed by all of the Secured Parties or through by an order of a court of competent jurisdiction. The Collateral Agent is not obligated to institute or defend any legal proceedings, although it may, in its sole discretion and at the Pledgorremaining parties' expense, institute or defend such proceedings (including proceedings seeking a declaratory judgment) and join interested parties. (x) The Collateral Agent will be paid a fee of $3,000 for its agreement to serve as the Collateral Agent. This fee is payable upon the execution of this Agreement.

Collateral Agent. s rights upon defaultMay File Proofs of Claim. In case of the pendency of any proceeding under any Insolvency Proceeding or any other judicial proceeding relative to any Loan Party, the Collateral Agent (irrespective of whether the principal of any Loan or Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether any Agent shall have made any demand on the Borrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (a) The Pledgor irrevocably constitutes to file and appoints prove a claim for the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any whole amount of the actions authorized by this Agreement or permitted under applicable law upon the occurrence principal and during the continuation of an Event of Default, without notice to or the consent interest owing and unpaid in respect of the Pledgor. This power Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of attorney is a power coupled with an interest the Agents, the Lenders and cannot be revoked. The Pledgor ratifies the L/C Issuer (including any claim for the compensation, expenses, disbursements and confirms advances of the Agents, the Lenders, the L/C Issuer and their respective agents and counsel and all actions taken by other amounts due the Collateral Agent or its agents Agents, the Lenders and the L/C Issuer hereunder and under this power of attorney.the other Loan Documents) allowed in such judicial proceeding; and (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with to collect and receive any sale, transfer monies or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with property payable or deliverable on any applicable state such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or federal law requirements other similar official in connection with a disposition of Pledged Collateral any such judicial proceeding is hereby authorized by each Agent, each Lender and compliance will not be considered adversely the L/C Issuer to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant make such payments to the Collateral Agent under this Agreement and, in the event that the Collateral Agent shall consent to the making of any rightsuch payments directly to the Agents, power or remedy does not impose upon the Lenders and the L/C Issuer, to pay to the Collateral Agent any duty to exercise that rightamount due for the reasonable compensation, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk expenses, disbursements and advances of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met and its duty of care under applicable law if it holdsagents and counsel, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, any other amounts due the Collateral Agent will have no duties or obligations hereunder and under this Agreement or otherwise with respect to the Pledged Collateralother Loan Documents. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor”

Collateral Agent. s rights upon default The Collateral Agent has been appointed to act as collateral agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent 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 (a) The Pledgor irrevocably constitutes and appoints including, without limitation, the release or substitution of Collateral), solely in accordance with the Credit Documents and, after the Intercreditor Effective Date, the Secured Credit Documents subject to the terms of the First Lien Intercreditor Agreement; provided, that, prior to the Intercreditor Effective Date, the Collateral AgentAgent shall, after payment in full of all Credit Obligations under the Credit Agreement and the other Credit Documents (other than obligations under Hedging Agreements), exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional amount (or, with full power respect to any Hedging Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses and similar payments but including any early termination payments then due) under such Hedging Agreement) under all Hedging Agreements. In furtherance of the foregoing provisions of this Section, as each Secured Party, by its acceptance of the Pledgor’s true and lawful attorney-in-factbenefits hereof, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) Section. The Collateral Agent may comply resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and the Grantors and the 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 Requisite Lenders. Upon any applicable state such notice of resignation or federal law requirements in connection with any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to the Administrative Agent and the Grantors, to appoint a disposition successor Collateral Agent which must be acceptable to Grantors (unless an Event of Pledged Collateral Default under the Credit Agreement has occurred and compliance will not be considered adversely to affect is continuing). Upon the commercial reasonableness acceptance of any sale appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of Pledged Collateral. (d) The grant to 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 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 or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any rightretiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, power the provisions of this Agreement shall inure to its benefit as to any actions taken or remedy does not impose upon omitted to be taken by it under this Agreement while it was the Collateral Agent any duty to exercise that right, power or remedyhereunder. The Collateral Agent will have no obligation to take (including any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (esuccessor Collateral Agent) The Pledgor bears shall enjoy the risk of loss, damage, diminution in value, or destruction benefits afforded it under Section 9.6 of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission Credit Agreement and the equivalent provision of any courierOther First Lien Agreement, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees being understood that the Collateral Agent will have met its duty of care indemnification provided under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except Credit Agreement shall come from the Lenders based on their Pro Rata Share as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateraltherein. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor By accepting a Note, each holder will be deemed to have irrevocably constitutes and appoints appointed the Collateral Agent, with full power of substitution, Agent to act as its agent under the Pledgor’s true Security Documents and lawful attorney-in-fact, in the Pledgor’s name or in Intercreditor Agreements and to have irrevocably authorized and directed the Collateral Agent’s name Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents, the Intercreditor Agreements or otherwise, and at the Pledgor’s expense, other documents to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney which it is a power coupled party, together with an interest any other incidental rights, powers and cannot discretions; and (ii) execute each document expressed to be revoked. The Pledgor ratifies and confirms all actions taken executed by the Collateral Agent or on its agents behalf. Each of the holders hereby exempts the Collateral Agent from any restrictions on representing several persons and self-dealing under this power of attorneyany applicable law to the extent legally possible for such holder. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any saleCollateral Agent is authorized and empowered to appoint one or more subagents or co-collateral agents as it deems necessary or appropriate, transfer or other disposition of Pledged Collateralincluding without limitation the Term Loan Collateral Agent. (c) The Collateral Agent may comply with shall have all the rights and protection provided in the Security Documents as well as the rights and protections afforded to it hereunder; provided, however, that the Issuer shall not reimburse any applicable state expense or federal law requirements in connection with indemnify against any loss, liability or expense incurred by the Collateral Agent through the Collateral Agent’s own willful misconduct or gross negligence, as determined by a disposition final order of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness a court of any sale of Pledged Collateralcompetent jurisdiction. (d) The grant None of the Trustee, the Collateral Agent or 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 Security Documents, for the creation, perfection, continuation of perfection, priority, sufficiency or protection of any Lien securing the Notes or any defect or deficiency as to any such matters, except to the extent any possessory collateral is delivered to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateralfor perfection purposes. (e) The Pledgor bears Subject to the risk of lossSecurity Documents and the Intercreditor Agreements, damageexcept as directed by the Trustee as required or permitted by this Indenture, diminution in valuethe holders acknowledge that the 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 Lien securing the Notes; or C. to take any other action whatsoever with regard to any or all Liens securing the Notes, the Security Documents or destruction of the Pledged Collateral. (f) The In acting as Collateral Agent will have no responsibility for any act Agent, co-collateral agent or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawsub-collateral agent, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The saleAgent, transfer or other disposition under this Agreement of any right, title, or interest each co-collateral agent and each sub-collateral agent may rely upon and enforce each and all of the Pledgor in any item rights, powers, immunities, indemnities and benefits of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming Trustee under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorArticle VII hereof.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture, with full power of substitution, as the Pledgor’s true Security Documents and lawful attorney-in-fact, in the Pledgor’s name or in Intercreditor Agreements and the Collateral Agent’s name or otherwise, Trustee and at the Pledgor’s expense, to take any each of the actions authorized Holders by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent acceptance of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by Notes hereby irrevocably authorizes the Collateral Agent or to take such action on its agents behalf under the provisions of this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any saleIndenture, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral the Security Documents and compliance will not be considered adversely the Intercreditor Agreements and to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant 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 Agreements, together with such powers as are reasonably incidental thereto, and consents and agrees to the terms of the Intercreditor Agreements 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. In acting under this Agreement of Indenture, the Security Documents or any rightIntercreditor Agreement, power or remedy does not impose upon the Collateral Agent any duty shall have all the same rights, privileges, indemnities and immunities provided hereunder and in the Security Documents and shall have all the same rights, privileges, indemnities and immunities as the Trustee set forth in Article 7 of this Indenture to exercise that rightthe extent not otherwise expressly set forth herein. For the avoidance of doubt, power the rights, privileges, protections, immunities and benefits given to the Collateral Agent hereunder, including, without limitation, its right to be indemnified prior to taking action, shall survive the satisfaction, discharge or remedytermination of this Indenture or its earlier termination, resignation or removal of the Collateral Agent, in such capacity. The Collateral Agent will have no obligation agrees to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears act as such on the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth conditions contained in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged CollateralSection 12. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture, with full power the Security Documents and the Intercreditor Agreement and the Trustee and each of substitutionthe Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents and the 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 and the Intercreditor Agreement, and consents and agrees to the terms of the Intercreditor Agreement and each Security Document, as the Pledgor’s true and lawful attorney-in-factsame 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 on the Pledgor’s name or express conditions contained in this Section 12.9. The provisions of this Section 12.9 are solely for the benefit of the Collateral Agent’s name or otherwiseAgent and none of the Trustee, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent Holders nor any of the PledgorGrantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 12.4. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions 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 its agents 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 and in the other Note Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, 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 this power agency doctrine of attorneyany 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 Pledgor agrees Collateral Agent 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 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 responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that 10 days notice shall constitute reasonable notice it selects as long as such selection was made in connection with any sale, transfer or other disposition of Pledged Collateralgood faith. (c) The None of the Collateral Agent may comply with or any applicable state of its respective Related Persons shall (i) be liable for any action taken or federal law requirements omitted to be taken by any of them under or in connection with a disposition this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) 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), or (ii) be responsible in any manner to any of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any other Grantor or Affiliate of any sale Grantor, or any Officer or Related Person thereof, contained in 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 under or in connection with, this Indenture, the Security Documents or the Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of Pledged Collateralthis 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 grant 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 Collateral Agent under this Agreement of Issuer or any rightother Grantor), power or remedy does not impose upon independent accountants and other experts and advisors selected by the Collateral Agent any duty to exercise that right, power or remedyAgent. The Collateral Agent will have no obligation 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 steps action under this Indenture, the 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 preserve any claim or other right its satisfaction by the Holders against any person 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 respect 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 any Pledged Collateralact pursuant thereto shall be binding upon all of the Holders. (e) The Pledgor bears the risk of loss, damage, diminution in value, Collateral Agent shall not be deemed to have knowledge or destruction notice of the Pledged Collateraloccurrence of any Default or Event of Default, unless a Trust Officer of the Collateral Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of 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 VI or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 12.9). (f) The Collateral Agent will have no responsibility for may resign at any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen time by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released notice to the Pledgor or Trustee and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its successors and assigns (other than appointment as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that Collateral Agent. If the Collateral Agent will have met its duty resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of care under applicable law if it holds, maintains and disposes the resignation of Pledged the Collateral Agent (as stated in the same manner that it holds, maintains and disposes notice of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawresignation), the Collateral Agent will have may appoint, after consulting with the Trustee, subject to the consent of the Issuer (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 Issuer 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 be entitled to 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 of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, 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 deemed to be released from liability as to any actions taken or obligations omitted to be taken by it while it was the Collateral Agent under this Agreement or otherwise with respect to the Pledged CollateralIndenture. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Collateral Agent shall have all the rights (including indemnification rights), powers, benefits, privileges, protections, indemnities and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, immunities provided in the Pledgor’s name or Note Security Documents and, additionally, shall have all the rights (including indemnification rights), benefits, privileges, protections, indemnities and immunities in its dealings under the Collateral Agent’s name or otherwise, Note Security Documents as are provided to the Trustee under this Indenture and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation law, all of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneywhich are incorporated herein mutatis mutandis. (b) The Pledgor agrees Except as required or permitted by the Note Security Documents, the Holders, by accepting a Note, acknowledge that 10 days notice shall constitute reasonable notice the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any Person, except in connection accordance with the Note Security Documents; (ii) to foreclose upon or otherwise enforce any sale, transfer Lien granted pursuant to the Note Security Documents; or (iii) to take any other action whatsoever with regard to any or other disposition all of Pledged the Note Security Documents (including any Lien granted thereunder) or Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant act pursuant to the Collateral Agent under this Agreement instructions of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or Holders and the Trustee with respect to any Pledged the Collateral. (e) The Pledgor bears . For the risk avoidance of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawdoubt, the Collateral Agent will have no duties or obligations discretion under this Agreement Indenture or the Note Security Documents and will 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. 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 willful 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 Pledged 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) Neither the Trustee nor the Collateral Agent will be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens 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 to 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. (jg) 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 fiduciary or trust obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent, as applicable, to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Agent will not be liable to any Person for any environmental claims or any environmental liabilities 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 any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment. (h) The saleCollateral Agent will be entitled to compensation, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor reimbursement and indemnity as set forth in any item of Pledged Collateral will:Section 7.06. (i) operate The Collateral Agent will not be deemed to divest have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is actually known to a Responsible Officer of the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCollateral Agent.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints The Bank of New York Mellon Trust Company, N.A., as its agent under this Indenture and the Security Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes The Bank of New York Mellon Trust Company, N.A. to take such action on its behalf under the provisions of this Indenture and the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral AgentAgent by the terms of this Indenture and the Security Documents, together with full power such powers as are reasonably incidental thereto. The Collateral Agent agrees to act as such on the express conditions contained in this Section 12.10. The provisions of substitution, as this Section 12.10 are solely for the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in benefit of the Collateral Agent’s name or otherwiseAgent and none of the Trustee, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement Holders nor the Issuer or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent any of the PledgorGuarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in this Section 12.10 and in Section 12.03. This power of attorney is a power coupled with an interest Notwithstanding any provision to the contrary contained elsewhere in this Indenture and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Security Documents, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Security Documents or otherwise exist against the Collateral Agent other than as a “representative” as such term is used in Section 9-102(a)(72)(E) of the Uniform Commercial Code. 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. Except as expressly otherwise provided in this Indenture, the Collateral Agent shall have and may use its agents sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this power Indenture and the Security Documents, including the exercise of attorneyremedies pursuant to Article VI, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (b) The Pledgor agrees Collateral Agent may execute any of its duties under this Indenture or the Security Documents by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent, employee or attorney-in-fact that 10 days notice shall constitute reasonable notice in connection with any sale, transfer it selects as long as such selection was made without negligence or other disposition of Pledged Collateralwillful misconduct. (c) The None of the Collateral Agent may comply with or any applicable state of its agents or federal law requirements employees shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with a disposition this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any Security Document or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Guarantor, contained in this or any Indenture, 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 or any other Indenture or the Security Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of Pledged this or any other Indenture or the Security Documents, or for any failure of the Issuer or any Guarantor or any other party to this Indenture or the Security Documents to perform its obligations hereunder or thereunder. None of the Collateral and compliance will not Agent or any of its agents or employees shall be considered adversely under any obligation to affect the commercial reasonableness Trustee or any Holder to ascertain or to inquire as to the observance or performance of any sale of Pledged Collateralthe agreements contained in, or conditions of, this or any other Indenture or the Security Documents or to inspect the properties, books or records of the Issuer or any Guarantor. (d) The grant 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, telex or telephone message, statement or other document or conversation 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 Collateral Agent under this Agreement of Issuer or any rightGuarantor), power or remedy does not impose upon independent accountants and other experts and advisors selected by the Collateral Agent any duty to exercise that right, power or remedyAgent. The Collateral Agent will have no obligation shall be fully justified in failing or refusing to take any steps action under this or any other Indenture or the Security Documents unless it shall first receive such advice or concurrence of the Trustee as it deems appropriate and, if it so requests, it shall first be indemnified to preserve any claim or other right its satisfaction by the Holders against any person and all liability and expense which may be incurred by it by reason of taking or with respect continuing to take any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) such action. The Collateral Agent will have no responsibility for any act shall in all cases be fully protected in acting, or omission of any courierin refraining from acting, bailee, broker, bank, investment bank under this or any other person chosen by it Indenture or the Security Documents in accordance with reasonable care. (g) The Collateral Agent makes no express a request or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest consent of the Pledgor in Trustee and such request and any item action taken or failure to act pursuant thereto shall be binding upon all of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorHolders.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Each Issuer and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture and the Security Documents, with full power and the Issuer and each of substitutionthe Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture and 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 the Security Documents, and consents and agrees to the terms of each Security Document, as the Pledgor’s true same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. In addition, by acceptance of the Notes, each Holder will be deemed to have, (1) irrevocably appointed JPMorgan Chase Bank, N.A., as Collateral Agent to act as its collateral agent under the DIP Security Documents and lawful attorney-in-factExit Security Documents, in the Pledgor’s name or in as applicable, and any other relevant documents to which the Collateral Agent’s name or otherwiseAgent is a party, and at (2) irrevocably authorized the Pledgor’s expenseCollateral Agent to (i) perform the duties and exercise the rights, powers, and discretions that are specifically given to take any of it under the actions authorized by this Agreement DIP Security Documents and the Exit Security Documents, as applicable, or permitted under applicable law upon other documents to which the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney Collateral Agent is a party, together with any other incidental rights, power coupled with an interest and cannot discretions and (ii) execute each document expressed to be revokedexecuted by Collateral Agent on its behalf. The Pledgor ratifies and confirms all actions Collateral Agent agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture and the Security Documents, and the exercise by the Collateral Agent of any rights or its agents 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 and the Security 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 and in the Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security 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 this power agency doctrine of attorneyany 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 Pledgor agrees Collateral Agent may perform any of its duties under this Indenture or the Security 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. The Collateral Agent shall not be responsible for the negligence or misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that 10 days notice shall constitute reasonable notice it selects as long as such selection was made in connection good faith and with any sale, transfer or other disposition of Pledged Collateraldue 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 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 any action under this Indenture or the Security 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 comply with be incurred by it by reason of taking or continuing to take any applicable state such action. The Collateral Agent shall in all cases be fully protected in acting, or federal law requirements in connection refraining from acting, under this Indenture or the Security Documents, in accordance with a disposition request, direction, instruction or consent of Pledged Collateral the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and compliance will not such request and any action taken or failure to act pursuant thereto shall be considered adversely to affect binding upon all of the commercial reasonableness of any sale of Pledged CollateralHolders. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral[Reserved]. (e) The Pledgor bears the risk of loss, damage, diminution in value, Collateral Agent shall not be deemed to have knowledge or destruction notice of the Pledged Collateraloccurrence of any Default or Event of Default, unless a Trust Officer of the Collateral Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default. (f) ” The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties shall take such action with respect to any Pledged Collateral such Default or other property released to the Pledgor or its successors and assigns (other than Event of Default as to the absence of liens created may be requested by the PledgorTrustee in accordance with Article VI or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 12.7). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture and the Collateral Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture and the 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 and the Collateral Documents, together with full power such powers as are reasonably incidental thereto. The provisions of substitutionthis Section 11.11 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 a third party beneficiary of any of the Pledgor’s true provisions contained herein other than as expressly provided in Section 11.03. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and lawful attorney-in-factthe Collateral Documents, in the Pledgor’s name Collateral Agent shall not have any duties or in responsibilities hereunder nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Collateral Documents or otherwise exist against the Collateral Agent’s name or otherwise, and at . Without limiting the Pledgor’s expense, to take any generality of the actions authorized by this Agreement or permitted under applicable law upon foregoing sentence, the occurrence and during the continuation of an Event of Default, without notice to or the consent use of the Pledgor. This power of attorney is a power coupled term “agent” in this Indenture with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by 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. Except as expressly otherwise provided in this Indenture, the Collateral Agent shall have and may use its agents sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this power Indenture, and the Collateral Documents, including the exercise of attorneyremedies pursuant to Article 6, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (b) The Pledgor agrees that 10 days notice None of the Collateral Agent or any of its respective Affiliates shall constitute reasonable notice (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 saleCollateral Document or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), transfer 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 Affiliate thereof, contained in this or any Indenture, any Collateral Document or in any certificate, report, statement or other disposition document referred to or provided for in, or received by the Collateral Agent under or in connection with, this or any other Indenture or the Collateral Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of Pledged Collateralthis or any other Indenture or the Collateral Documents, or for any failure of any Grantor or any other party to this Indenture or the Collateral Documents to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its respective Affiliates 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 or any other Indenture or the Collateral Documents or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (c) The Collateral Agent and its Affiliates may comply 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 the Issuer, any applicable state Guarantor and their Affiliates as though it was not the Collateral Agent hereunder and without notice to or federal law requirements consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, the Collateral Agent or its Affiliates may receive information regarding any Grantor or its respective Affiliates (including information that may be subject to confidentiality obligations in connection with a disposition of Pledged favor of, any such Grantor or such Affiliate) and acknowledge that the Collateral and compliance will Agent shall not be considered adversely under any obligation to affect provide such information to the commercial reasonableness Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of any sale of Pledged Collateralthe Collateral Agent to advance funds. (d) The grant Collateral Agent is authorized and directed to (i) enter into the Collateral Agent under this Agreement of any rightDocuments, power or remedy does not impose upon (ii) bind the Holders on the terms as set forth in the Collateral Agent any duty to exercise that right, power or remedy. The Documents and (iii) perform and observe its obligations under the Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged CollateralDocuments. (e) The Pledgor bears Trustee agrees that it shall not (and shall not be obligated to), and shall not instruct the risk Collateral Agent to, unless specifically requested to do so by a majority of lossthe Holders, damagetake or cause to be taken any action to enforce its rights under this Indenture or against any Grantor, diminution in valueincluding the commencement of any legal or equitable proceedings, to foreclose any Lien on, or destruction otherwise enforce any security interest in, any of the Pledged 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. (f) The Collateral Agent will have no responsibility is each Holder’s agent for any act or omission 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 couriersuch Collateral, baileeupon request from the Issuer, brokerthe Trustee shall notify the Collateral Agent thereof, bankand, investment bank promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or any other person chosen by it otherwise deal with reasonable caresuch Collateral in accordance with the Collateral Agent’s instructions. (g) The Collateral Agent makes shall have no express obligation whatsoever to the Trustee or implied representations any of the Holders to assure that the Collateral exists or warranties with respect is owned by any Grantor 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 Pledged Collateral particular priority, or other to determine whether all or the Issuer or any Guarantor’s property released constituting collateral intended to be subject to the Pledgor Lien and security interest of the Collateral 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 Collateral Document, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its successors sole discretion given the Collateral Agent’s own interest in the Collateral and assigns (that the Collateral Agent shall have no other than duty or liability whatsoever to the Trustee or any Holder as to any of the absence of liens created by the Pledgor)foregoing. (h) The Pledgor agrees that No provision of this Indenture or any Collateral Document shall require the Collateral Agent will have met (or the Trustee) to expend or risk its duty own funds or otherwise incur any financial liability in the performance of care under applicable law any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the Trustee in the case of the Collateral Agent) if it holds, maintains and disposes shall have reasonable grounds for believing that repayment of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own accountsuch funds is not assured to it. (i) Except as set forth The Collateral Agent (i) shall not be liable for any action it takes or omits to take in this Clause good faith which it reasonably believes to be authorized or as required under applicable lawwithin its rights or powers, or for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Collateral Agent will have no duties or obligations under this Agreement or otherwise was grossly negligent in ascertaining the pertinent facts, (ii) shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with respect the Issuer (and money held in trust by the Collateral Agent need not be segregated from other funds except to the Pledged Collateralextent required by law), (iii) the Collateral Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. (j) The saleNeither the Collateral Agent nor the Trustee shall be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, transfer strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disposition under this Agreement of disasters. Neither the Collateral Agent nor the Trustee shall be liable for any rightindirect, titlespecial or consequential damages (included but not limited to lost profits) whatsoever, or interest even if it has been informed of the Pledgor in any item likelihood thereof and regardless of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor form of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgoraction.

Collateral Agent. s rights upon default The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties (a) The Pledgor irrevocably constitutes and appoints including the LVSC Notes Secured Parties who, by accepting the benefits of the security interest granted hereunder, are deemed to have appointed the Collateral AgentAgent as their agent for purposes of the grant of the security interests provided hereunder which secure the LVSC Note Obligations). The Collateral Agent 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, the Credit Agreement and the LVSC Notes Indenture; provided, the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement and the other Credit Documents (other than obligations under Hedging Agreements), exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional amount (or, with full power respect to any Hedging Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses and similar payments but including any early termination payments then due) under such Hedging Agreement) under all Hedging Agreements. In furtherance of the foregoing provisions of this Section, as each Secured Party, by its acceptance of the Pledgor’s true and lawful attorney-in-factbenefits hereof, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Section. Collateral Agent may comply resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders, the LVSC Notes Trustee 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 Requisite Lenders. Upon any applicable state such notice of resignation or federal law requirements in connection with any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to the Administrative Agent and the Grantors, to appoint a disposition successor Collateral Agent which must be acceptable to Grantors (unless an Event of Pledged Collateral Default has occurred and compliance will not be considered adversely to affect is continuing). Upon the commercial reasonableness acceptance of any sale appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of Pledged Collateral. (d) The grant to 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 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 or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any rightretiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, power the provisions of this Agreement shall inure to its benefit as to any actions taken or remedy does not impose upon omitted to be taken by it under this Agreement while it was the Collateral Agent any duty to exercise that right, power or remedyhereunder. The Collateral Agent will have no obligation to take (including any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (esuccessor Collateral Agent) The Pledgor bears shall enjoy the risk of loss, damage, diminution in value, or destruction benefits afforded it under Section 9.6 of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courierCredit Agreement, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees being understood that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in indemnification provided thereunder shall come from the same manner that it holds, maintains and disposes of property for its own account. (i) Except Lenders based on their Pro Rata Share as set forth in this Clause or as required under applicable lawtherein, the Collateral Agent will have and that no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, titleindemnification shall be sought from, or interest of the Pledgor in required by, any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorLVSC Notes Secured Parties.

Collateral Agent. s rights upon default (a) The Pledgor By accepting a Note, each holder will be deemed to have irrevocably constitutes and appoints appointed the Collateral Agent, with full power of substitution, Agent to act as its agent under the Pledgor’s true Security Documents and lawful attorney-in-fact, in the Pledgor’s name or in Intercreditor Agreements and to have irrevocably authorized and directed the Collateral Agent’s name Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents, the Intercreditor Agreements or otherwise, and at the Pledgor’s expense, other documents to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney which it is a power coupled party, together with an interest any other incidental rights, powers and cannot discretions; and (ii) execute each document expressed to be revoked. The Pledgor ratifies and confirms all actions taken executed by the Collateral Agent or on its agents behalf. Each of the holders hereby exempts the Collateral Agent from any restrictions on representing several persons and self-dealing under this power of attorneyany applicable law to the extent legally possible for such holder. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any saleCollateral Agent is authorized and empowered to appoint one or more subagents or co-collateral agents as it deems necessary or appropriate, transfer or other disposition of Pledged Collateralincluding without limitation the Term Loan Collateral Agent. (c) The Collateral Agent may comply with shall have all the rights and protection provided in the Security Documents as well as the rights and protections afforded to it hereunder; provided, however, that the Issuer shall not reimburse any applicable state expense or federal law requirements in connection with indemnify against any loss, liability or expense incurred by the Collateral Agent through the Collateral Agent’s own willful misconduct or gross negligence, as determined by a disposition final order of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness a court of any sale of Pledged Collateralcompetent jurisdiction. (d) The grant None of the Trustee, the Collateral Agent or 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 Security Documents, for the creation, perfection, continuation of perfection, priority, sufficiency or protection of any Lien securing the Notes or any defect or deficiency as to any such matters, except to the extent any possessory collateral is delivered to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateralfor perfection purposes. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released Subject to the Pledgor or its successors Security Documents and assigns (other than the Intercreditor Agreements, except as to the absence of liens created directed by the Pledgor). (h) The Pledgor agrees Trustee as required or permitted by this Indenture, the holders acknowledge that the Collateral Agent will have met its duty of care under applicable law if not be obligated: A. to act upon directions purported to be delivered to it holds, maintains and disposes of Pledged Collateral in by any other Person; B. to foreclose upon or otherwise enforce any Lien securing the same manner that it holds, maintains and disposes of property for its own account.Notes; or (i) Except as set forth in this Clause C. to take any other action whatsoever with regard to any or as required under applicable lawall Liens securing the Notes, the Collateral Agent will have no duties Security Documents or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, Agent shall also act as the Pledgor’s true and lawful attorney-in-fact, in “collateral agent” under the Pledgor’s name or in the Collateral Agent’s name or otherwiseLoan Documents, and at L▇▇▇▇▇ hereby irrevocably appoints and authorizes the Pledgor’s expenseAgent to act as the agent of Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Borrower to take secure any of the actions authorized Obligations. L▇▇▇▇▇ ▇▇▇▇▇▇ authorizes Agent, in its capacity as collateral agent, to enter into any of the Loan Documents as secured party for purposes of acquiring, holding and enforcing all Liens on Collateral (and any other collateral from time to time securing the Obligations), and as Agent for and representative of Lender thereunder, and L▇▇▇▇▇ agrees to be bound by the terms of each such document. All powers, rights and remedies under the Loan Documents may be exercised solely by Agent for the benefit of L▇▇▇▇▇ and Agent in accordance with the terms thereof. In the event of a foreclosure on any of the Collateral pursuant to a public or private sale, either Agent or Lender may be the purchaser of any or all of such Collateral at any such sale and Agent, as agent for and representative of Lender, shall be entitled (subject to the proviso at the end of this Agreement sentence), for the purpose of bidding and making settlement or permitted under applicable law upon payment of the occurrence purchase price for all or any portion of the Collateral sold at any such public sale, to use and during apply any of the continuation Obligations as a credit on account of an Event of Defaultthe purchase price for any Collateral payable by Agent at such sale; provided however, without notice to that shall not “credit bid” at any foreclosure and/or other public or private sale absent the consent of Lender. Without limiting the Pledgor. This power generality of attorney the foregoing, Agent is a power coupled hereby expressly authorized to execute any and all documents (including releases) that bind Lender with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by respect to (i) the Collateral Agent or its agents under this power and the rights of attorney. Lender with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (bii) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or subordination agreement with respect to any Pledged CollateralSubordinated Debt. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints Each Lender hereby further authorizes Collateral Agent to enter into the Collateral AgentDocuments as secured party on behalf of and for the benefit of Lenders and agrees to be bound by the terms of the Collateral Documents; provided that Collateral Agent shall not enter into or consent to any amendment, with full power modification, termination or waiver of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or any provision contained in the Collateral Agent’s name or otherwiseDocuments without the prior consent of Requisite Lenders; provided further, and at the Pledgor’s expense, to take any of the actions authorized by that anything in this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Loan Documents to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral willcontrary notwithstanding: (i) operate The Collateral Agent is authorized on behalf of all Lenders, without the necessity of any notice to divest or further consent from the Pledgor permanently Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and all persons claiming under or through maintain perfected the Pledgor of that right, title, or interest, andsecurity interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (ii) be a perpetual barThe Lenders irrevocably authorize the Collateral Agent, both at law its option and in equityits discretion, to release any claims Lien granted to or held by the Pledgor Collateral Agent upon any Collateral (a) upon termination of the Commitments and payment in full of the Loans and all other Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (c) constituting property in which Borrower or any person claiming under Subsidiary of Borrower owned no interest at the time the Lien was granted or through at any time thereafter; (d) consisting of an instrument evidencing Indebtedness if the PledgorIndebtedness evidenced thereby has been paid in full; or (e) if otherwise approved, authorized or ratified in writing by Requisite Lenders, subject to Subsection 10.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture or the Collateral Agent, with full power of substitution, as Documents (including the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the actions authorized by this Intercreditor Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Defaultany Other Intercreditor Agreement) to any discretionary action by, without notice consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or the consent of the Pledgor. This power of attorney is a power coupled with an interest and canto be (or not be revoked. The Pledgor ratifies and confirms all actions taken to be) suffered or omitted by the Collateral Agent or to 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 Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action if it shall not have received written instruction, advice or concurrence from, as applicable, the Controlling Party or the Applicable Party (or Holders representing such number or percentage of outstanding aggregate principal of the Notes as shall be expressly provided for herein or in any other Collateral Document) in respect of such action and, if it so requests, it shall first be indemnified to its agents under satisfaction 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 have no liability for any failure or delay in taking any actions contemplated above as a result of a failure or delay on the part of the Controlling Party, the Applicable Party or such Holders, as applicable, to provide such instruction, advice or concurrence. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns 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. Subject to the foregoing (and the other provisions of this power Section 12.15) and the terms of attorneythe Collateral Documents and any other applicable provisions of this Indenture, the Collateral Agent shall take such action with respect to any Default or Event of Default as may be requested by the Controlling Party. (b) The Pledgor agrees that 10 days Collateral Agent may resign at any time by notice shall constitute reasonable notice in connection with any saleto the Trustee and the Company, transfer or other disposition such resignation to be effective upon the acceptance of Pledged Collateral. (c) a successor agent to its appointment as Collateral Agent. The Collateral Agent may comply with be removed by the Company at any applicable state time, upon thirty days written notice to the Collateral Agent. If the Collateral Agent resigns or federal law requirements in connection with is removed under this Indenture, the Company shall appoint a disposition successor collateral agent. If no successor collateral agent is appointed and has accepted such appointment within 30 days after the Collateral Agent gives notice of Pledged resignation or is removed, the retiring Collateral Agent may (at the expense of the Company), at its option, appoint a successor Collateral Agent or petition a court of competent jurisdiction for the appointment of 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 compliance will duties of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring or removed Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation or removal hereunder, the provisions of this Section 12.15 (and Section 7.06) shall continue to inure to its benefit and the retiring or removed Collateral Agent shall not by reason of such resignation or removal be considered adversely deemed to affect the commercial reasonableness of be released from liability as to any sale of Pledged Collateral. (d) The grant actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged CollateralIndenture. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Collateral Agent shall have all the rights and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, protections provided in the Pledgor’s name or Security Documents and, additionally, shall have all the rights and protections in its dealings under the Collateral Agent’s name or otherwise, and at Security Documents as are provided to the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted Trustee under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyArticle 7. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice Subject to Section 7.01, none of the Collateral Agent, Trustee, Paying Agent, Conversion Agent, Registrar or transfer 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 Security Documents, for the creation, validity, perfection, priority, sufficiency, protection or enforcement of any Note Liens or any other security interest in connection with the Collateral, or any sale, transfer defect or other disposition of Pledged Collateraldeficiency as to any such matters. (c) The Except as required or permitted by the Security Documents and the Intercreditor Agreement, the Holders, by accepting a Note, acknowledge that the Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely obligated: (1) to affect act upon directions purported to be delivered to it by any Person, except in accordance with the commercial reasonableness Security Documents and the Intercreditor Agreement; (2) to foreclose upon or otherwise enforce any Note Lien; or (3) to take any other action whatsoever with regard to any or all of any sale of Pledged the Note Liens, Security Documents or Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power is authorized and empowered to appoint one or remedy does not impose upon the Collateral Agent any duty to exercise that right, power more sub-agents as it deems necessary or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateralappropriate. (e) The Pledgor bears If the risk of loss, damage, diminution Company (i) incurs Senior Lien Obligations at any time when no Intercreditor Agreement is in value, effect or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for at any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released time when Indebtedness constituting Senior Lien Obligations entitled to the Pledgor or its successors benefit of an existing Intercreditor Agreement is concurrently retired, and assigns (other than as ii) delivers to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty an Officer’s Certificate so stating and requesting the Collateral Agent to enter into an Intercreditor Agreement in favor of care under applicable law if it holds, maintains and disposes a designated agent or representative for the holders of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawSenior Lien Obligations so incurred, the Collateral Agent will have no duties or shall (and is hereby authorized and directed to) enter into such Intercreditor Agreement and bind the Holders on the terms set forth therein and perform and observe its obligations under this thereunder; provided that such Intercreditor Agreement or otherwise with respect (x) is entered into within 90 days after such Intercreditor Agreement referred to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: clause (i) operate ceased to divest be in effect or was retired and (y) contains terms no less favorable to the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and Holders than such Intercreditor Agreement referred to in clause (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgori).

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints Collateral will be pledged pursuant to the Collateral Agent, with full power of substitution, as Security Documents to the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or collateral agent named in the Collateral Trust Agreement, as collateral agent (the “Collateral Agent’s name or otherwise”), and at the Pledgor’s expense, to take any on behalf of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent holders of the PledgorNotes and all holders of future Parity Lien Obligations. This power Each Holder, by its acceptance of attorney is a power coupled any Notes and the Note Guarantees, consents and agrees to the terms of the Security Documents as the same may be in effect or as may be amended from time to time in accordance with an interest their terms and cannot be revoked. The Pledgor ratifies authorizes and confirms all actions taken by directs the Collateral Agent and the Trustee, as applicable, to enter into and perform their respective obligations and exercise their respective rights under the Security Documents in accordance therewith, to bind the Holders on the terms set forth in the Security Documents, and to execute any and all documents, amendments, waivers, consents, releases or its agents under this power of attorneyother instruments required or authorized to be executed by it pursuant to the terms thereof. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice Subject in connection with any saleall respects to the terms of the Collateral Trust Agreement, transfer the ABL Intercreditor Agreement and the other Security Documents, the Collateral Agent will hold (directly or through co-trustees or agents), and will be entitled to enforce on behalf of the Holders of Notes and the holders of all other disposition of Pledged Parity Lien Obligations, all Liens on the Collateral. (c) The Collateral Agent may comply with any applicable state is authorized and empowered to appoint one or federal law requirements in connection with a disposition of Pledged more co-Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged CollateralAgents as it deems necessary or appropriate. (d) The grant to In acting as Collateral Agent or Co-Collateral Agent, the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the and each Co-Collateral Agent any duty to exercise that rightmay rely upon and enforce each and all of the rights, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateralpowers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (e) The Pledgor bears At all times when the risk Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of loss, damage, diminution in value, or destruction all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Pledged CollateralCollateral Agent pursuant to this Indenture and the Security Documents. (f) The Collateral Agent will have no responsibility for any act may resign or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it may be removed in accordance with reasonable carethe provisions set forth in the Collateral Trust Agreement. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released This Article 11 and the provisions of each Security Document are subject to the Pledgor or its successors terms, conditions and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as benefits set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged CollateralTrust Agreement. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and Each Secured Party hereby appoints ▇▇▇▇ ▇▇▇▇, P.A. (the "Collateral Agent") as the Collateral AgentAgent hereunder and each Secured Party authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Collateral Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, with full power each Secured Party hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of substitutionthe documents to which the Collateral Agent is a party relating to security for the obligations under the Notes, as to exercise all rights, powers and remedies that the Pledgor’s true and lawful attorney-in-factCollateral Agent may have under such Transaction Documents and, in the Pledgor’s name or in case of the Collateral Agent’s name or otherwise, and at the Pledgor’s expenseTransaction Documents, to take any of act as agent for the actions authorized by this Agreement or permitted Secured Parties under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneysuch Transaction Documents. (b) As to any matters not expressly provided for by this Agreement and the other document relating thereto (including enforcement or collection), the Collateral Agent shall not be required to exercise any discretion or 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 Secured Parties, and such instructions shall be binding upon all Secured Parties; provided, however, that the Collateral Agent shall not be required to take any action that (i) the Collateral Agent in good faith believes exposes it to personal liability unless the Collateral Agent receives an indemnification satisfactory to it from the Secured Parties with respect to such action or (ii) is contrary to this Agreement or applicable law. The Pledgor Collateral Agent agrees that 10 days to give to each Secured Party prompt notice shall constitute reasonable of each notice given to it by the Grantor pursuant to the terms of this Agreement or the other Transaction Documents. If the Collateral Agent receives conflicting instructions from the Secured Parties it will not be required to act until it receives instructions from the Secured Parties holding a majority of the Notes then outstanding (calculated in connection with any sale, transfer or other disposition of Pledged Collateraldollar amounts rather than noteholders). (c) In performing its functions and duties hereunder and under the Transaction Documents and the other documents required to be executed or delivered in connection therewith, the Collateral Agent is acting solely on behalf of the Secured Parties and its duties are entirely administrative in nature. The Collateral Agent does not assume and shall not be deemed to have assumed any obligation other than as expressly set forth herein, in the Transaction Documents and any other documents required to be executed or delivered in connection therewith related hereto or any other relationship as the agent, fiduciary or trustee of or for any Secured Party or holder of any other obligation under this Agreement or the Notes. The Collateral Agent may comply with perform any applicable state of its duties under any Transaction Document by or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateralthrough its agents or employees. (d) The grant None of the Collateral Agent, any of its affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Transaction Documents, except for its, his, her or their own gross negligence or willful misconduct. (e) Each Secured Party acknowledges that it shall, independently and without reliance upon the Collateral Agent or any other Secured Party conduct its own independent investigation of the financial condition and affairs of the Grantor and its Subsidiaries in connection with the issuance of the Securities. Each Secured Party also acknowledges that it shall, independently and without reliance upon the Collateral Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and other Transaction Documents. For avoidance of doubt, each Secured Party represents that it has had no contact with the Collateral Agent; that the Collateral Agent has had no role in the negotiation or preparation of the Transaction Documents and was contacted after such negotiations and documents were finalized for the purpose of serving solely in the administrative role of Collateral Agent under this Agreement. (f) Each Secured Party agrees to indemnify the Collateral Agent and each of its affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Grantor), from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, the Collateral Agent or any of its affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of this Agreement or the other Transaction Documents or any action taken or omitted by the Collateral Agent under this Agreement or the document related thereto; provided, however, that no Secured Party shall be liable for any portion of any rightsuch liabilities, power obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or remedy does not impose upon disbursements resulting from the Collateral Agent any duty to exercise that right, power Agent's or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim such affiliate's gross negligence or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable carewillful misconduct. (g) The Collateral Agent makes may resign at any time by giving written notice thereof to the Secured Parties and the Grantor. Upon any such resignation, the Secured Parties holding a majority of the Notes then outstanding shall have the right to appoint a successor Collateral Agent. If no express successor Collateral Agent shall have been so appointed by the Secured Parties holding a majority of the Notes then outstanding, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, selected from among the Secured Parties. Upon the acceptance of any appointment as Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the Transaction Documents and any other documents required to be executed or implied representations or warranties with respect delivered in connection therewith. Prior to any Pledged retiring Collateral or other property released Agent's resignation hereunder as Collateral Agent, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the Pledgor or successor Collateral Agent its successors and assigns (other than rights as Collateral Agent under the Transaction Documents. After such resignation, the retiring Collateral Agent shall continue to have the benefit of this Agreement as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement, the absence of liens created by the Pledgor)Transaction Documents and any other documents required to be executed or delivered in connection therewith. (h) The Pledgor Each Secured Party agrees that any action taken by the Collateral Agent will have met its duty in accordance with the provisions of care under applicable law if it holdsthis Agreement or of the other document relating thereto, maintains and disposes the exercise by the Collateral Agent or the Secured Parties of Pledged the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties. The Secured Parties holding a majority of the Notes then outstanding may elect to remove or replace the Collateral in the same manner that it holds, maintains and disposes of property for its own accountAgent. (i) Except as set forth Each of the Secured Parties hereby directs, in this Clause or as required under applicable lawaccordance with the terms hereof, the Collateral Agent will have no duties to release (or in the case of clause (ii) below, release or subordinate) any Lien held by the Collateral Agent for the benefit of the Secured Parties against any of the following: (i) all of the Collateral upon payment and satisfaction in full of all obligations under the Notes and all other obligations under the Transaction Documents that the Collateral Agent has been notified in writing are then due and payable and (ii) any part of the Collateral sold or disposed of by the Grantor or any Subsidiary if such sale or disposition is permitted by this Agreement and the Notes (or permitted pursuant to a waiver or consent of a transaction otherwise with respect prohibited by this Agreement and the Notes). Each of the Secured Parties hereby directs the Collateral Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 7.14 promptly upon the Pledged Collateraleffectiveness of any such release. (j) The salecontact information for the Collateral Agent is: ▇▇▇▇ ▇▇▇▇, transfer or other disposition under this Agreement of any rightP.A., title▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Street, or interest of Tampa, FL 33602, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇. The fax number for ▇▇▇▇ ▇▇▇▇, P.A. is (▇▇▇) ▇▇▇-▇▇▇▇ and the Pledgor in any item of Pledged E-mail address is ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. The telephone number for ▇▇▇▇ ▇▇▇▇, P.A. is (▇▇▇) ▇▇▇-▇▇▇▇. (k) The Collateral willAgent: (i) operate shall not be responsible in any manner for the validity, correctness or sufficiency of any document or instrument received by or made available to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that rightit, title, or interest, andin its capacity as Collateral Agent hereunder. (ii) shall be a perpetual barentitled to act upon any written certificate, both statement, notice, demand, request, consent, agreement or other instrument whatever, not only in reliance upon its due execution and the validity and effectiveness of its provisions, but also as to the accuracy and completeness of any information therein contained, which the Collateral Agent shall in good faith believe to be genuine and to have been signed or presented by any authorized person. (iii) shall be entitled to request and receive from any party hereto such documents in addition to those provided for herein as the Collateral Agent may deem necessary to resolve any questions of fact involved in the administration of its duties hereunder. (iv) may, at law the expense of the remaining parties, consult independent counsel of its choice in respect to any question relating to its duties or responsibilities under this Agreement, and shall not be liable for any action taken or omitted in equitygood faith on advice of such counsel. (v) shall be under no obligation to advance any monetary sum in connection with the maintenance or administration of this Agreement, to institute or defend any claims action, suit or legal proceeding in connection herewith, or to take any other action likely to involve the Collateral Agent in expense, unless first indemnified by the Pledgor remaining parties to the Collateral Agent's satisfaction. (vi) shall not be bound by any amendment to this Agreement or by any person claiming other such amendment or agreement unless the same shall have been executed by the Collateral Agent. (vii) shall have only such duties and responsibilities as are expressly set forth in this Agreement in the performance of its obligations hereunder. (viii) shall be indemnified and held harmless by the remaining parties against any and all liabilities incurred by it hereunder (including all costs, expenses and fees incurred in defending any legal action or administrative proceeding or in resisting any claim), except for those resulting from its own willful misconduct or gross negligence. (ix) may, if it becomes uncertain concerning its rights and responsibilities with respect to its duties or if it receives instructions with respect to the Collateral that it believes to be in conflict with this Agreement or is advised that a dispute has arisen with respect to its duties under this Agreement, without liability, refrain from taking any action until it is directed otherwise in a writing signed by all of the Secured Parties or through by an order of a court of competent jurisdiction. The Collateral Agent is not obligated to institute or defend any legal proceedings, although it may, in its sole discretion and at the Pledgorremaining parties' expense, institute or defend such proceedings (including proceedings seeking a declaratory judgment) and join interested parties. (x) The Collateral Agent will be paid a fee of $3,000 for its agreement to serve as the Collateral Agent. This fee is payable upon the execution of this Agreement.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture, the Security Documents and the Intercreditor Agreement and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents and the 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 and the Intercreditor Agreement, together with full power such powers as are reasonably incidental thereto. The Collateral Agent agrees to act as such on the express conditions contained in this Section 10.06. The provisions of substitutionthis Section 10.06 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Issuers or Guarantors shall have any rights as a third party beneficiary of any of the Pledgor’s true provisions contained herein other than as expressly provided in Section 10.03. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and lawful attorney-in-factthe Intercreditor Agreement, in the Pledgor’s name Collateral Agent shall not have any duties or in responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder, any Issuer or any Subsidiary of the Company, 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’s name or otherwise, and at . Without limiting the Pledgor’s expense, to take any generality of the actions authorized by this Agreement or permitted under applicable law upon foregoing sentence, the occurrence and during the continuation of an Event of Default, without notice to or the consent use of the Pledgor. This power of attorney is a power coupled term “agent” in this Indenture with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by 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. Except as expressly otherwise provided in this Indenture, the Collateral Agent shall have and may use its agents sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this power Indenture, the Security Documents and the Intercreditor Agreement, including the exercise of attorneyremedies pursuant to Article Six, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (b) The Pledgor agrees Collateral Agent may execute any of its duties under this Indenture, the Security Documents or the Intercreditor Agreement by or through 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. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent, employee, attorney-in-fact or related Person that 10 days notice shall constitute reasonable notice in connection with any sale, transfer it selects as long as such selection was made without gross negligence or other disposition of Pledged Collateralwillful misconduct. (c) The None of the Collateral Agent may comply with Agent, nor any applicable state of its respective related Persons shall (i) be liable for any action taken or federal law requirements omitted to be taken by any of them under or in connection with a disposition this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any Security Document or Intercreditor Agreement or the transactions contemplated thereby (except for its own negligence or willful misconduct), or (ii) be responsible in any manner to any of Pledged the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by any Issuer or any Guarantor, officer or related Person thereof, contained in this or any Indenture, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral and compliance will not be considered adversely to affect Agent under or in connection with, this or any other Indenture, the commercial reasonableness Security Documents or the Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this or any other Indenture, the Security Documents or the Intercreditor Agreement, or for any failure of any sale Issuer, Guarantor or any other party to this Indenture, the Security Documents or the Intercreditor Agreement to perform its obligations hereunder or thereunder. None of Pledged Collateralthe 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 or any other Indenture, the Security Documents or the Intercreditor Agreement or to inspect the properties, books, or records of any Issuer or Guarantor. (d) The grant 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, telex, or telephone message, statement, or other document or conversation 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 any Issuer or Guarantor), independent accountants and other experts and advisors selected by the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedyAgent. The Collateral Agent will have no obligation shall be fully justified in failing or refusing to take any steps action under this or any other Indenture, the Security Documents or the Intercreditor Agreement unless it shall first receive such advice or concurrence of the Trustee as it deems appropriate and, if it so requests, it shall first be indemnified to preserve any claim or other right its satisfaction by the Holders against any person 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 or any other Indenture, the Security Documents or the Intercreditor Agreement in accordance with respect a request or consent of the Trustee and such request and any action taken or failure to any Pledged Collateralact pursuant thereto shall be binding upon all of the Holders. (e) The Pledgor bears Collateral Agent shall not be deemed to have knowledge or notice of the risk occurrence of lossany Default or Event of Default, damageunless the Collateral Agent shall have received written notice from the Trustee or an Issuer or Guarantor referring to this Indenture, diminution describing such Default or Event of Default and stating that such notice is a “notice of 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 valueaccordance with Article Six (subject to this Section 10.06); provided, however, that unless and until the Collateral Agent has received any such request, the Collateral Agent may (but shall not be obligated to) take such action, or destruction refrain from taking such action, with respect to such Default or Event of the Pledged CollateralDefault as it shall deem advisable. (f) The U.S. Bank National Association and its respective Affiliates (and any successor Collateral Agent will have no responsibility 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 act kind of banking, trust, financial advisory, underwriting, or omission other business with any Issuer or Guarantor 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 respective Affiliates (and any successor Collateral Agent and its affiliates) may receive information regarding any Issuer or Guarantor or its Affiliates (including information that may be subject to confidentiality obligations in favor of any couriersuch Issuer, bailee, broker, bank, investment bank Guarantor or any other person chosen by it with reasonable care. (gsuch Affiliate) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees acknowledge that the Collateral Agent will have met its duty of care shall not be under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect any obligation to provide such information to the Pledged Collateral. Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of U.S. Bank National Association (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorsuccessor Collateral Agent) to advance funds.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, Agent shall also act as the Pledgor’s true and lawful attorney-in-fact, in “collateral agent” under the Pledgor’s name or in the Collateral Agent’s name or otherwiseLoan Documents, and at each of the Pledgor’s expenseLenders hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Loan Parties to take secure any of the actions authorized Obligations. Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as collateral agent, to enter into any of the Loan Documents as secured party for purposes of acquiring, holding and enforcing all Liens on Collateral (and any other collateral from time to time securing the Obligations), and as Agent for and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies under the Loan Documents may be exercised solely by Agent for the benefit of Lenders and Agent in accordance with the terms thereof. In the event of a foreclosure on any of the Collateral pursuant to a public or private sale, either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Lenders shall otherwise agree in writing) shall be entitled (subject to the proviso at the end of this Agreement sentence), for the purpose of bidding and making settlement or permitted under applicable law upon payment of the occurrence purchase price for all or any portion of the Collateral sold at any such public sale, to use and during apply any of the continuation Obligations as a credit on account of an Event of Defaultthe purchase price for any Collateral payable by Agent at such sale; provided however, without notice to that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the PledgorLenders. This power Without limiting the generality of attorney the foregoing, Agent is a power coupled hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by respect to (i) the Collateral Agent or its agents under this power and the rights of attorney. Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (bii) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or subordination agreement with respect to any Pledged CollateralSubordinated Debt. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Securities hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture, with full power the Security Documents and the Intercreditor Agreement and the Trustee and each of substitutionthe Holders by acceptance of the Securities hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents and the 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 and the Intercreditor Agreement, and consents and agrees to the terms of the Intercreditor Agreement and each Security Document, as the Pledgor’s true and lawful attorney-in-factsame 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 on the Pledgor’s name or express conditions contained in this Section 11.08. The provisions of this Section 11.08 are solely for the benefit of the Collateral Agent’s name or otherwiseAgent and none of the Trustee, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent Holders nor any of the PledgorGrantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 11.03. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions 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 its agents 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 and in the other Notes Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, 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 this power agency doctrine of attorneyany 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 Pledgor agrees Collateral Agent 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 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 of its selection 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 10 days notice shall constitute reasonable notice it selects as long as such selection was made in connection with any sale, transfer or other disposition of Pledged Collateralgood faith. (c) The None of the Collateral Agent may comply with or any applicable state of its respective Related Persons shall (i) be liable for any action taken or federal law requirements omitted to be taken by any of them under or in connection with a disposition this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) 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), or (ii) be responsible in any manner to any of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any other Grantor or Affiliate of any sale 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 Security Documents or the Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of Pledged Collateralthis 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 grant 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 Collateral Agent under this Agreement of Issuer or any rightother Grantor), power or remedy does not impose upon independent accountants and other experts and advisors selected by the Collateral Agent any duty to exercise that right, power or remedyAgent. The Collateral Agent will have no obligation 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 steps action under this Indenture, the Security Documents or the Intercreditor Agreement unless it shall first have received indemnity or security satisfactory to preserve it. Whenever reference is made in this Agreement, the Security Documents or the Intercreditor Agreement 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 the Collateral Agent or to 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 Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such advice or concurrence of the Trustee, acting at the direction of the required Holders of the Notes (acting in accordance with the Indenture and other transaction documents, with such direction to be binding upon all of the Holders), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or other right against counterclaim, or confer any person rights or with respect to benefits on any Pledged Collateralparty hereto. (e) The Pledgor bears the risk of loss, damage, diminution in value, Collateral Agent shall not be deemed to have knowledge or destruction notice of the Pledged Collateraloccurrence of any Default or Event of Default, unless a Responsible Officer of the Collateral Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of 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 Holders of a majority in aggregate principal amount of the Securities (subject to this Section 11.08). (f) The Collateral Agent will have no responsibility for may resign at any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen time by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released notice to the Pledgor or Trustee and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its successors and assigns (other than appointment as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that Collateral Agent. If the Collateral Agent will have met its duty resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of care under applicable law if it holds, maintains and disposes the resignation of Pledged the Collateral Agent (as stated in the same manner that it holds, maintains and disposes notice of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawresignation), the Collateral Agent will have may appoint, after consulting with the Trustee, subject to the consent of the Issuer (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 Issuer 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 be entitled to petition a court of competent jurisdiction to appoint a successor, at the expense of the Issuer. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 11.08 (and Section 7.7) 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 obligations omitted to be taken by it while it was the Collateral Agent under this Agreement or otherwise with respect to the Pledged CollateralIndenture. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitutionDELAWARE TRUST COMPANY, as Collateral Agent By: Name: Title: THIS PLEDGE AMENDMENT, dated as of , 20 , is delivered by [NAME OF PLEDGOR] (the “Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, ”) pursuant to take any Section 5.1 of the actions authorized by this Security Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice referred to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revokedherein below. The Pledgor ratifies hereby agrees that this Pledge Amendment may be attached to the Pledge and confirms all actions taken Security Agreement, dated as of [ ], 20[ ] (as amended, modified, restated or supplemented from time to time, the “Security Agreement,” capitalized terms defined therein being used herein as therein defined) made by the Collateral Agent or Pledgor in favor of , as trustee and collateral agent for the Holders under the Indenture referred to below (in its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection capacity as trustee and together with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than in such capacity, the “Trustee” and in its capacity as collateral agent and together with its successors and assigns in such capacity, the “Collateral Agent”), and that the Equity Interests listed on Annex A to this Pledge Amendment shall be deemed to be part of the absence Equity Interests within the meaning of liens created by the Pledgor). (h) Security Agreement and shall become part of the Collateral and shall secure all of the Secured Obligations as provided in the Security Agreement. The Pledgor agrees hereby confirms that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains all representations and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as warranties set forth in this Clause or as required under applicable lawSections 3.1, 3.2, 3.4, 3.5 and 3.7 of the Collateral Agent will have no duties or obligations under this Security Agreement or otherwise are true and correct with respect to the Pledged Collateral. Equity Interests listed on Annex A to this Pledge Amendment. This Pledge Amendment and its attachments are hereby incorporated into the Security Agreement and made a part thereof. [ACQUIRED SUBSIDIARY] By: Name: Title: Name of Issuer Type of Interests Certificate No. (jif applicable) The sale, transfer or other disposition under this Agreement No. of any right, title, or interest Shares/Units (if applicable) Percentage of the Pledgor Outstanding Interests in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorIssuer

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture, with full power the Security Documents and the Intercreditor Agreement and the Trustee and each of substitutionthe Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents and the 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 and the Intercreditor Agreement, and consents and agrees to the terms of the Intercreditor Agreement and each Security Document, as the Pledgor’s true and lawful attorney-in-factsame 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 on the Pledgor’s name or express conditions contained in this Section 10.09. The provisions of this Section 10.09 are solely for the benefit of the Collateral Agent’s name or otherwiseAgent and none of the Trustee, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent Holders nor any of the PledgorGrantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 10.03 hereof. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions 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 its agents 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 and in the other documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, 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 this power agency doctrine of attorneyany 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 Pledgor agrees Collateral Agent 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 10 days notice shall constitute reasonable notice it selects as long as such selection was made in connection with any sale, transfer or other disposition of Pledged Collateralgood faith. (c) The None of the Collateral Agent may comply with or any applicable state of its respective Related Persons shall (i) be liable for any action taken or federal law requirements 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 disposition court of Pledged Collateral competent jurisdiction in a final and compliance will not 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 considered adversely responsible in any manner to affect any of the commercial reasonableness Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Grantor or Affiliate of any sale 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 Pledged Collateralthis 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 grant 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 Collateral Agent under this Agreement of Issuer or any rightGrantor), power or remedy does not impose upon independent accountants and other experts and advisors selected by the Collateral Agent any duty to exercise that right, power or remedyAgent. The Collateral Agent will have no obligation 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 steps action under this Indenture, the 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 preserve any claim or other right its satisfaction by the Holders against any person 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 respect 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 any Pledged Collateralact pursuant thereto shall be binding upon all of the Holders. (e) The Pledgor bears the risk of loss, damage, diminution in value, Collateral Agent shall not be deemed to have knowledge or destruction notice of the Pledged Collateraloccurrence of any Default or Event of Default, unless a Responsible Officer of the Collateral Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of 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 hereof or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 10.09). (f) The 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 will have no responsibility for hereunder and without notice to or consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, Wilmington Trust, National Association or its respective Affiliates may receive information regarding any act Grantor or omission its Affiliates (including information that may be subject to confidentiality obligations in favor of any couriersuch 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 Wilmington Trust, bailee, broker, bank, investment bank or any other person chosen by it with reasonable careNational Association to advance funds. (g) The Collateral Agent makes no express or implied representations or warranties with respect to may resign at any Pledged Collateral or other property released time by notice to the Pledgor or Trustee and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its successors and assigns (other than appointment as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that Collateral Agent. If the Collateral Agent will have met its duty resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of care under applicable law if it holds, maintains and disposes the resignation of Pledged the Collateral Agent (as stated in the same manner that it holds, maintains and disposes notice of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawresignation), the Collateral Agent will have no duties or obligations under this Agreement or otherwise may appoint, after consulting with respect the Trustee, subject to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest consent of the Pledgor in any item Issuer (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that rightDefault), title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorsuccessor collateral agent. If no successor collateral

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints Subject to the provisions of Section 11.01 as to the Trustee only, neither the Trustee, nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents shall be responsible or liable (i) for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, or for any defect or deficiency as to any such matters, or (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so; except, in the case of the Collateral Agent, with full power to the extent such action or omission constitutes gross negligence or willful misconduct (as determined by a final order of substitution, as a court of competent jurisdiction that is not subject to appeal) on the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in part of the Collateral Agent’s name , (iii) for the validity or otherwise, and at the Pledgor’s expense, to take any sufficiency of the actions authorized by this Agreement Collateral or permitted under applicable law any agreement or assignment contained therein, for the validity of the title, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the occurrence and during Collateral or otherwise as to the continuation of an Event of Default, without notice to or the consent maintenance of the Pledgor. This power Collateral or (iv) for the legality, enforceability, effectiveness or sufficiency of attorney is a power coupled the Subordination Agreement, or any subordination agreement or other similar agreement entered into in connection with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyIndenture. (b) The Pledgor agrees rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified and compensated and all other rights, privileges, protections, immunities and benefits set forth in Article 11, are extended to the Collateral Agent, and its agents, receivers and attorneys, and shall be enforceable by, the Collateral Agent, as if fully set forth in this Section 13.06 with respect to the Collateral Agent, except that 10 days notice the Collateral Agent shall constitute reasonable notice in connection with only be liable for (and shall be indemnified and held harmless to the extent such Losses do not constitute) its gross negligence or willful misconduct (as determined by a final order of a court of competent jurisdiction that is not subject to appeal). In acting under any saleSecurity Document or the Subordination Agreement, transfer or other disposition of Pledged Collateralthe Collateral Agent shall enjoy the rights, privileges, protections, immunities and benefits that are extended to the Collateral Agent hereunder. (c) The Collateral Agent may comply will not have any duties nor will it have responsibilities or obligations other than those expressly assumed by it in this Indenture, the other Collateral Documents to which the Collateral Agent is a party and the Subordination 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 state law. Instead, such term is used merely as a matter of market custom, and is intended to create or federal law requirements reflect only an administrative relationship between independent contracting parties. The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in connection with a disposition it by this Indenture or any Security Document at the request, order or direction of Pledged the Holders pursuant to the provisions of this Indenture or any Security Document, unless such representative or other party shall have furnished to the Collateral Agent security or indemnity satisfactory to the Collateral Agent against the fees, costs, expenses and compliance will liabilities including attorneys’ fees and expenses which may be incurred therein or thereby. The permissive authorizations, entitlements, powers and rights granted to the Collateral Agent in this Indenture and the Security Documents shall not be considered adversely construed as duties. Delivery of reports, documents and other information to affect the commercial reasonableness Collateral Agent is for informational purposes only and the Collateral Agent’s receipt of the foregoing shall not constitute actual or constructive knowledge of any sale of Pledged Collateralevent or circumstance or any information contained therein or determinable from information contained therein. (d) The grant to Beyond the exercise of reasonable care in the custody of Collateral in its possession, the Collateral Agent under this Agreement will have no duty as to any Collateral in its possession or control or in the possession or control of any rightagent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. In addition, power or remedy does not impose upon the Collateral Agent will not be responsible for filing any duty financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. If, at the direction of the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding, the Trustee or Collateral Agent files or records any Security Documents or any related UCC financing statement or other similar documents, such filing or recording by the Trustee or Collateral Agent at the direction of the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding shall be deemed done by Trustee or Collateral Agent without representation or warranty by the Trustee or the Collateral Agent (and the Trustee and the Collateral Agent disclaim any representation or warranty as to exercise that rightthe validity, power effectiveness, priority, perfection or remedyotherwise). The Collateral Agent will be deemed to have no obligation exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to take that which it accords property held by it as a collateral agent or any steps to preserve similar arrangement, and the Collateral Agent will not be liable or responsible for any claim 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 right against any person agent or with respect to any Pledged Collateralbailee selected by the Collateral Agent in good faith. (e) The Pledgor bears Collateral Agent shall not have any duty to ascertain or inquire as to the risk performance or observance of loss, damage, diminution in value, or destruction any of the Pledged Collateralterms of this Indenture or any Indenture Document by the Company or any Company Indenture Party or any other Person that is a party thereto or bound thereby. (f) The Collateral Agent will have no responsibility shall not be required to acquire title to an asset for any act reason and shall not be required to carry out any fiduciary or omission trust obligation for the benefit of another. The Collateral Agent is not a fiduciary and shall not be deemed to have assumed any fiduciary obligation. If the Collateral Agent in its sole discretion believes that any obligation to take or omit to take any action may cause the Collateral Agent to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Agent will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable carehazardous materials into the environment. (g) The Collateral Agent makes no express may resign or implied representations or warranties be replaced in accordance with respect to any Pledged Collateral or other property released the procedures set forth in Section 11.10 hereof, except that references to the Pledgor or its successors and assigns (other than as Trustee in such section shall be deemed to be references to the absence Collateral Agent for this purpose. If the Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of liens created by its corporate trust business to, another corporation, the Pledgor)successor corporation without any further act will be the successor Collateral Agent. (h) The Pledgor agrees that At all times when the Person serving as Trustee is not itself also serving as the Collateral Agent, the Company shall deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent will have met its duty and copies of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, all documents delivered to the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect pursuant to the Pledged CollateralSecurity Documents. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent 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 (a) The Pledgor irrevocably constitutes including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and appoints the Credit Agreement; provided, the Collateral AgentAgent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, exercise, or refrain from exercising, any 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 Hedge Agreements (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge Agreement that has not been terminated shall be the settlement amount as of the Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate swap counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power Section. The provisions of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Credit Agreement relating to the Collateral Agent under this Agreement including, without limitation, the provisions relating to resignation or removal of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears and the risk powers and duties and immunities of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains are incorporated herein by this reference and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of shall survive any right, title, or interest termination of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCredit Agreement.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints Agent shall hold the Collateral at any time received under this Agreement in accordance with the terms of this Agreement. To the extent permitted by law, the obligations of the Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement and the other Loan Documents, are only those expressly set forth in this Agreement and the other Loan Documents. The Agent shall act hereunder at the direction, or with the consent, of the Required Lenders and on the terms and conditions set forth in the Loan Agreement. Except for treatment of the Collateral in its possession in a manner substantially equivalent to that which the Agent, with full power in its individual capacity, accords its own property of substitutiona similar nature, as and the Pledgor’s true and lawful attorney-in-factaccounting for moneys actually received by it hereunder, and, in all events, the Pledgor’s name exercise of reasonable care with respect to Collateral in its possession, the Agent shall have no duty as to any Collateral or in as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to the Collateral. To the extent permitted by law, neither the Agent nor any other Lender shall be liable for failure to collect or realize upon any or all of the Collateral Agent’s name or otherwisefor any delay in so doing, and at the Pledgor’s expense, nor shall any of them be under any obligation to take any of the actions authorized action whatsoever with regard thereto except as expressly required by this Agreement or permitted under applicable law upon and the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyother Loan Documents. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any saleparties agree that, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect except as set forth herein regarding setoff, the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent rights under this Agreement may be enforced only by the action of any rightthe Agent, power or remedy does not impose acting upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person instructions or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction consent of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors Required Lenders and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral provided in the same manner Loan Agreement, and that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause no Lender shall have any right individually to enforce or as required under applicable law, seek to enforce the Collateral Agent will have no duties or obligations rights under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer realize upon any Collateral or other disposition under this Agreement of any right, title, or interest security given to secure the payment and performance of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorGuarantors' obligations hereunder.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. Subject to the terms of the Intercreditor Agreement, the Collateral AgentAgent 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 Pledged Collateral), solely in accordance with this Agreement and the Credit Agreement; provided, the Collateral Agent 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 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 Hedge Agreements (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge Agreement that has not been terminated shall be the settlement amount as of the Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate swap counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section 10, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Pledged Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section 10. The provisions of the Credit Agreement relating to the Collateral Agent including, without limitation, the provisions relating to resignation or its agents under removal of the Collateral Agent and the powers and duties and immunities of the Collateral Agent are incorporated herein by this power reference and shall survive any termination of attorneythe Credit Agreement. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state shall have the right to appoint one or federal law requirements in connection with a disposition more sub-agents for the purpose of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction retaining physical possession of the Pledged Collateral. , which may be held (fin the discretion of the Collateral Agent) The Collateral Agent will have no responsibility for any act in the name of the relevant Grantor, endorsed or omission assigned in blank or in favor of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty or any nominee or nominees of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims sub-agent appointed by the Pledgor or any person claiming under or through the PledgorCollateral Agent.

Collateral Agent. s rights upon default The Collateral Agent has been appointed to act as Collateral Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent 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 (a) The Pledgor irrevocably constitutes including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and appoints the Credit Agreement; provided that the Collateral AgentAgent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents (other than Secured Hedging Agreements), exercise, or refrain from exercising, any 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 Secured Hedging Agreements (or, with full power respect to any Secured Hedging Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses and similar payments but including any early termination payments then due) under such Secured Hedging Agreement) under all Secured Hedging Agreements. For purposes of the foregoing sentence, settlement amount for any Secured Hedging Agreement that has not been terminated shall be the settlement amount as of the Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate Lender Counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided that any Secured Hedging Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section 10, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of the Secured Parties in accordance with the terms of this power Section 10 and with the terms of attorney. (b) Article IX of the Credit Agreement The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition provisions of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Credit Agreement relating to the Collateral Agent under this Agreement including, without limitation, the provisions relating to resignation or removal of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears and the risk powers and duties and immunities of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law are incorporated herein by this reference, mutatis mutandis, as if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as fully set forth in this Clause or as required under applicable lawherein, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of and such incorporation shall survive any right, title, or interest termination of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCredit Agreement.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and appoints among, inter alia, JPM and the Collateral Agentother Initial Lenders, with full power German American Capital Corporation or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of substitutionitself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the Pledgor’s true secured party of record for purposes of the grants of security and lawful attorney-in-fact, collateral contained in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyvarious Loan Documents. (b) The Pledgor Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent with respect to the agreements and other documents listed on Schedule XXXIII (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insurer and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees that 10 days notice to act as a replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall constitute not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable notice care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” (c) Collateral Agent agrees that it will confirm receipt (in a writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall (or shall cause its designee to) review the Loan Documents constituting the custodial file (as set forth on the closing checklist of Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto. (d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement, if any, and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement, if any. Upon request by the Collateral Agent at any time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, if any, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of Pledged Collateral. assets constituting collateral which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and upon at least five (c5) The Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may comply with any applicable state or federal law requirements in connection with a disposition be necessary to evidence the release of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant liens granted to the Collateral Agent under this Agreement for the benefit of any right, power Lender herein or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise pursuant hereto with respect to the Pledged Collateral. (j) The salecollateral that was so sold or transferred; provided, transfer or other disposition under this Agreement of any righthowever, title, or interest of the Pledgor in any item of Pledged Collateral will: that (i) operate the Collateral Agent shall not be required to divest execute any such document on terms which, in the Pledgor permanently Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a perpetual bar, both at law and in equity, to waiver of any claims by the Pledgor term or condition of this Agreement or any person claiming of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under or through the Pledgorany other Loan Document.

Collateral Agent. s rights upon default (a) Each of the Buyers hereby irrevocably appoints and authorizes the Secured Party to act as collateral agent hereunder (the “Collateral Agent”), to enter into each of the instruments, documents and agreements, including any pledge agreement, guaranty, financing statements, mortgage, Account Control Agreement or any other Bridge Security Documents (collectively with this Agreement, the “Financing Documents”), to which it is a party as agent (including as a collateral agent) on Buyers’ behalf and to take such actions as Collateral Agent on Buyers’ behalf under the Financing Documents and to exercise such powers under the Financing Documents as are delegated to Collateral Agent (as agent, secured party or otherwise) by the terms thereof, together with all such powers as are reasonably incidental thereto. The Pledgor irrevocably constitutes and appoints Collateral Agent shall take such action under this Agreement and/or any other Transaction Documents as the Collateral AgentAgent shall reasonably be directed by Buyers in accordance with the terms of the Transaction Documents (and, with full power of substitutionin any event, as the Pledgor’s true reasonably directed by written direction of Majority Buyers). Subject to Section 5.4, Secured Party is authorized and lawful attorney-in-factempowered to amend, in the Pledgor’s name modify, or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take waive any provisions of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during other Financing Documents to which it is a party or which run in its favor on behalf of the continuation of an Event of DefaultBuyers; provided, however, that the parties hereto hereby agree that no such amendment, modification or waiver shall be effective without notice to or the unanimous written consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyBuyers. (b) The Pledgor agrees that 10 days notice Whether or not the transactions contemplated hereby shall constitute reasonable notice be consummated, upon demand therefor, the Buyers shall indemnify the Collateral Agent (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), ratably (based on the ratio of the amount of Obligations a Buyer holds to the aggregate Obligations held by all Buyers) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind whatsoever, including, for purposes of clarification, all taxes, which may at any time (including at any time following the payment in full of the Notes and the termination or resignation of the Collateral Agent) be imposed on, incurred by or asserted against the Collateral Agent in any way relating to or arising out of this Agreement, any other Transaction Document or any document contemplated hereby or referred to herein or the transactions contemplated hereby or thereby or any action taken or omitted by the Collateral Agent under or in connection with any saleof the foregoing; provided, transfer however, that Buyers shall not be liable for the payment to the Collateral Agent of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Collateral Agent’s gross negligence or willful misconduct. In addition, Buyers shall reimburse the Collateral Agent upon demand for its ratable share (based on the ratio of the amount of Obligations a Buyer holds to the aggregate Obligations held by all Buyers) of any costs or out-of-pocket expenses (including attorney costs) incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other disposition Transaction Document, or any document contemplated hereby or referred to herein to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of Pledged Collateralthe Company. Without limiting the generality of the foregoing, if any Governmental Authority of any jurisdiction asserts a claim that the Collateral Agent did not properly withhold tax from amounts paid to or for the account of a Buyer (because the appropriate form was not delivered, was not properly executed, or because such Buyer failed to notify the Collateral Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), Buyers shall indemnify the Collateral Agent fully for all amounts paid, directly or indirectly, by the Collateral Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Collateral Agent under this Section 5.12(b), together with all related costs and expenses (including attorney costs). The obligation of Buyers in this Section 5.12(b) shall survive the payment of all Obligations. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will shall not be considered adversely deemed to affect have knowledge or notice of the commercial reasonableness occurrence of any sale Event of Pledged CollateralDefault or any event that with the giving of notice or passage of time would constitute an Event of Default unless the Collateral Agent shall have received written notice from Buyers describing such Event of Default or event that with the giving of notice or passage of time would constitute an Event of Default and stating that such notice is a “notice of default”. Upon the occurrence and continuance of an Event of Default, or an event that with the giving of notice or passage of time would constitute an Event of Default, the Collateral Agent shall take such action under this Agreement and/or any other Transaction Documents with respect to such Event of Default or event that with the giving of notice or passage of time would constitute an Event of Default as Collateral Agent shall reasonably be directed by Buyers in accordance with the terms of the Transaction Documents (and, in any event, as reasonably directed by written direction of Majority Buyers); provided that, unless and until the Collateral Agent shall have received such directions, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or event that with the giving of notice or passage of time would constitute an Event of Default as the Collateral Agent shall deem advisable in the best interests of Buyers. In taking such action or refraining from taking such action without specific direction from Buyers, the Collateral Agent shall use the same degree of care and skill as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (d) The grant Nothing in this Section 5.12 shall be deemed to limit or otherwise affect the Collateral Agent under rights of Secured Party or Buyers to exercise any remedy provided in this Agreement of or any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged CollateralTransaction Document. (e) The Pledgor bears Collateral Agent may resign from the risk performance of loss, damage, diminution in value, all of its functions and duties hereunder and/or under the other Transaction Documents at any time by giving thirty (30) Business Days’ prior written notice to Buyers. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clause (f) below or destruction of the Pledged Collateralas otherwise provided below. (f) The Upon (i) Buyers’ receipt of a notice of resignation by the Collateral Agent will in accordance with clause (e) above, or (ii) written notice by Buyers to Collateral Agent of Buyers’ election to remove the existing Collateral Agent and appoint a successor Collateral Agent, Buyers shall have the right to appoint a successor Collateral Agent. Upon the acceptance of a successor's appointment as Collateral Agent hereunder and notice of such acceptance to the retiring Collateral Agent, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, the retiring Collateral Agent's resignation shall become immediately effective and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder and under the other Transaction Documents (if such resignation was not already effective and such duties and obligations not already discharged, as provided below in this paragraph). If no responsibility such successor shall have been so appointed by Buyers and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation or Buyers give notice of their election to replace the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of Buyers (but without any obligation) appoint a successor Collateral Agent without the consent of Buyers. From and following the expiration of such thirty (30) day period, Collateral Agent shall have the exclusive right without any Person's consent, upon one (1) Business Days' notice to Buyers, to make its resignation or removal effective immediately. From and following the effectiveness of such notice, (i) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and (ii) all actions, payments, communications and determinations provided to be made by, to or through Collateral Agent shall instead be made by or to Buyers directly, until such time as Buyers appoint a Collateral Agent as provided for any act or omission above in this paragraph. The provisions of this Agreement shall continue in effect for the benefit of any courier, bailee, broker, bank, investment bank retiring Collateral Agent and its sub-agents after the effectiveness of its resignation or removal hereunder and under the other Transaction Documents in respect of any other person chosen actions taken or omitted to be taken by it with reasonable careany of them while the retiring Collateral Agent was acting or was continuing to act as Collateral Agent. (g) The If pursuant to any Financing Document the Collateral Agent makes no express is given the discretion to allocate proceeds received by Collateral Agent pursuant to the exercise of remedies under the Financing Documents or implied representations at law or warranties in equity (including without limitation with respect to any Pledged secured creditor remedies exercised against the Collateral and any other collateral security provided for under any Financing Document), Collateral Agent shall apply such proceeds to the then outstanding Obligations in the following order of priority (with amounts received being applied in the numerical order set forth below until exhausted prior to the application to the next succeeding category and each of the Buyers or other property released Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses second, third and fourth below): first, to payment of fees, costs and expenses (including reasonable attorney’s fees) owing to the Pledgor or its successors Collateral Agent; second, to payment of all accrued unpaid interest and assigns fees (other than as fees owing to Collateral Agent) on the absence Obligations; third, to payment of liens created by principal of the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holdsObligations; fourth, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement payment of any rightother amounts owing constituting Obligations; and fifth, title, or interest any remainder shall be for the account of the Pledgor in any item of Pledged Collateral will: (i) operate and paid to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) whoever may be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorlawfully entitled thereto.