Common use of Collateral Agent Clause in Contracts

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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 Borrowers to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as “collateral agent” and , to enter into any co-agents, sub-agents and attorneys-in-fact appointed by of the Administrative Agent pursuant to Section 10.5 Loan Documents as secured party for purposes of acquiring, holding or and enforcing any Lien all Liens on the Collateral (or and any portion thereof) granted under other collateral from time to time securing the Security DocumentsObligations), or and as Agent for exercising any and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies thereunder under the Loan Documents may be exercised solely by Agent, at the direction of the Administrative AgentRequired Lenders, shall be entitled to for the benefits benefit of all provisions of this Section 10 Lenders 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agentterms thereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)sale, the Administrative either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with entitled (subject to the consent or proviso at the direction end of the Required Lendersthis sentence), 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 public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale; provided however, that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the Required Lenders. Without limiting the generality of the foregoing, Agent is hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with respect to (i) the Collateral and the rights of Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (ii) any other subordination agreement with respect to any Subordinated Debt.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” (and to the extent required for purposes of holding any Ship Mortgage or any other Security Document, as the “collateral trustee”) under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, 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 appointed by the Administrative Agent pursuant to Section 10.5 9.5 for purposes of holding or 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, shall be entitled to the benefits of all provisions of this Section 10 9 and Section 1110, 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 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 the Administrative Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower the Company or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement Documents (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower the Company or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The Administrative Agent shall also act (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders, 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 itself 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 “collateral agent” under the Loan Documents, and each secured party of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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) record for purposes of acquiringthe grants of security and collateral contained in the various Loan Documents. (b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, 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 N.A. as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 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 the rights loss payee) on behalf of the Secured Parties with respect theretoLenders, (ii) names the Collateral Agent as contemplated by a replacement secured party of record, and (iii) authorizes the Collateral Agent, in accordance with such capacity, to take such action on its behalf under the provisions of this Agreement and the Security other Loan Documents and acknowledge to exercise such powers and agree 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 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 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 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 action by any 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 bind (or shall cause its designee to) review the LendersLoan 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 it no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall not take or institute any actions or proceedings, judicial or otherwise, for any have the right or remedy with respect individually to seek to realize upon the security granted by any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan DocumentsDocument, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, it being understood and agreed that such rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure and remedies may be exercised solely by the Administrative Collateral Agent on any (for the benefit of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writingeach Lender) shall be entitled, with the consent or at the direction of the Required LendersServicer 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 purpose Debt, the Collateral Agent is hereby authorized, and hereby granted a power of bidding attorney, to execute and making settlement deliver on behalf of each Lender any Loan Documents necessary or payment of the purchase price for all or any portion appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral sold 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 such 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 assets constituting collateral which is permitted pursuant to use 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 apply 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 Obligations as a credit on account other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document. (e) The Collateral Agent (i) may 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 purchase price 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 Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of 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 the Collateral Agent, 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 change to the identity of the Collateral Agent that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any. (f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent with respect to the Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable by to the Administrative Collateral Agent at in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The payment of such salefee shall not be duplicative of any such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Loan or any Other Mezzanine Loan).

Collateral Agent. (a) The provisions of Section 9 that apply to the Administrative Agent shall also act apply, mutatis mutandis, to the Collateral Agent and to any successor Collateral Agent, as applicable; provided that, notwithstanding anything herein to the “collateral agent” under contrary, the Collateral Agent shall have the right to appoint a successor to itself as Collateral Agent and without the consent of any Lender. (b) The 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 each the accounting for moneys actually received by it hereunder or under any of the Lenders other Loan Documents, the Collateral Agent shall not have any duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, trades or other matters relative to any Collateral, whether or not the Collateral Agent is deemed to have knowledge of such 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 capacities as a potential Qualified Counterparty and a potential Cash Management Providerpossession if such Collateral is accorded treatment substantially equal to that which other collateral agents accord similar property. (c) and the Issuing Lenders hereby irrevocably appoints and authorizes Each of 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 behalfCollateral Agent, or in its own name capacity 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted an agent under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative AgentIntercreditor Agreement, shall be entitled to the all right, privileges, protections, immunities, 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 indemnities provided to 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale9.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents(a) Each Secured Party irrevocably designates, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent ▇▇▇▇▇▇▇▇▇▇ to act as Agent ▇▇▇▇▇▇▇▇▇, with such powers as are specifically delegated to Agent by the agent terms 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 Obligationsthis Agreement, together with such other powers and discretion as are reasonably incidental theretothereto and Agent ▇▇▇▇▇▇ accepts such appointment. In this connectionAgent shall be obligated, and has the Administrative Agentright hereunder, as “collateral agent” and any co-agentsto make demands, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding give notices, to exercise or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for refrain from exercising any rights rights, and remedies thereunder at the direction of the Administrative Agent, 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 take or refrain from taking any action (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights release or substitution 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-helpCollateral), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or solely at the direction of the Required LendersSecured Parties. In furtherance of the foregoing provisions of this Section 9(a), each Secured Party, by its acceptance of the benefits hereof, agrees that it has 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 Agent for the benefit of the Secured Parties in accordance with the terms of this Section 9. (b) Agent shall not be responsible to the Secured Parties for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. (c) Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, or email) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by Agent in good faith. As to any matters not expressly provided for by this Agreement, Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or thereunder in accordance with instructions given by the Required Secured Parties and any action taken or failure to act pursuant thereto shall be binding on all Secured Parties. (d) The Secured Parties agree to indemnify Agent (to the extent not reimbursed by the Grantor hereunder and without limiting any obligations of the Grantor hereunder) ratably, in accordance with their pro rata share, for any and all claims of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Agent arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other documents contemplated by or referred to herein or the purpose transactions contemplated hereby (including the costs and expenses that Agent is obligated to pay hereunder) or the enforcement of bidding and making settlement any of the terms hereof or of any such other documents; provided, that, no Secured Party shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Agent as determined by a final non-appealable judgment of a court of competent jurisdiction. The foregoing indemnity shall survive the payment of the Secured Obligations and the termination or non-renewal of this Agreement; provided, further, that no Secured Party (nor any of its respective subsidiaries or affiliates) shall be liable for any indirect, special, punitive or consequential (including lost profits) damages. (e) The powers conferred on Agent hereunder are solely to protect Agent’s interest (for the benefit of the Secured Parties) in the Collateral and shall not impose any duty upon it to exercise any such powers without the direction of the Required Secured Parties. Except for the exercise of good faith and of reasonable care in the accounting for monies actually received by Agent (on behalf of and for the benefit of the Secured Parties and Agent) hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Agent shall have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property. Neither Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Grantor or otherwise. If the Grantor fails to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement, and the expenses of Agent incurred in connection therewith shall be payable by the Grantor under Section 12. (f) The Secured Parties hereby irrevocably authorize Agent, with the consent of the Required Secured Parties, to submit a bid at a public or private sale in connection with the purchase price for of all or any portion of the Collateral sold at any such saleCollateral, to use and apply in which any of the Secured Obligations may be used and applied as a credit on account of the purchase price (a “credit bid”) and purchase at any such sale (either directly or through one or more entities established for such purpose) all or any portion of the Collateral on behalf of and for the benefit of the Secured Parties (but not as agent for any individual Secured Party or Secured Parties, unless the Secured Parties shall otherwise unanimously agree in writing). Each Secured Party agrees that it will not exercise any right that it might otherwise have to credit bid at any sales of all or any portion of the Collateral payable by conducted under the Administrative Agent at provisions of the UCC, or the Bankruptcy Code, foreclosure sales or other similar dispositions of Collateral, unless such saleSecured Party offers each other Secured Party a bona fide opportunity to participate in such foreclosure sale or other similar dispositions of Collateral on a ratable basis and on the same terms as such Secured Party proposing such transaction.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent 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 (including, without limitation, the release or substitution of such Lender Collateral), solely in accordance with this Agreement and the Issuing Lenders (with Credit Agreement; provided, the Collateral Agent shall, after payment in full power to appoint of all Obligations under the Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided 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 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses 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 last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant 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 Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for powers and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding duties and making settlement or payment of the purchase price for all or any portion immunities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. The Administrative 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 also act as be obligated, and shall have the “collateral agent” 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 Agent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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 behalfexercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided 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 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses 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 last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant 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 Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for powers and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding duties and making settlement or payment of the purchase price for all or any portion immunities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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 Borrower to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as “collateral agent” and , to enter into any co-agents, sub-agents and attorneys-in-fact appointed by of the Administrative Agent pursuant to Section 10.5 Loan Documents as secured party for purposes of acquiring, holding or and enforcing any Lien all Liens on the Collateral (or and any portion thereof) granted under other collateral from time to time securing the Security DocumentsObligations), or and as Agent for exercising any and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies thereunder at the direction of the Administrative Agent, 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 may be exercised solely by Agent for the generality benefit of the foregoing, the Lenders hereby expressly authorize the Administrative and 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agentterms thereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)sale, the Administrative either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with entitled (subject to the consent or proviso at the direction end of the Required Lendersthis sentence), 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 public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale; provided however, that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the Required Lenders. Without limiting the generality of the foregoing, Agent is hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with respect to (i) the Collateral and the rights of Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (ii) any other subordination agreement with respect to any Subordinated Debt.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Bank Product Provider) and the Issuing Lenders Banks hereby irrevocably appoints and 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) 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.5 for purposes of holding or 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, shall be entitled to the benefits of all provisions of this Section 10 9 and Section 1110, 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 the Administrative Agent or any Agent 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, for any right or remedy with respect to any Collateral against any Borrower the Borrowers or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Bank Product Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower the Borrowers or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)other Debtor Relief Laws, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Finance Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. (i) The 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 Qualified Counterparty Hedge Bank, and a potential Cash Management ProviderBank) and the Issuing Lenders L/C Issuer hereby irrevocably appoints and 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) 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 10 and Section 1111.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents Documents) as if set forth in full herein with respect thereto. . (ii) Without limiting the generality powers 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 “collateral agent” pursuant to the Collateral and terms hereof or 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 otherwiseother Loan Documents, for the purposes of holding any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under Liens granted by any of the Loan Parties under the laws of the Province of Quebec pursuant to the Collateral Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders including in its or their respective individual capacities unless as a potential Hedge Bank, and a potential Cash Management Bank) and the Required Lenders shall otherwise agree in writing) L/C Issuer hereby acknowledges that the collateral agent shall be entitledand act as the hypothecary representative of all present and future Lenders (including in its capacities as a potential Hedge Bank, with and a potential Cash Management Bank) and the consent or at the direction L/C Issuer for all purposes of Article 2692 of the Required Lenders, for Civil Code of Quebec (the purpose of bidding and making settlement or payment “Hypothecary Representative”). Each of the purchase price for all or any portion of Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the Collateral sold at any such saleL/C Issuer hereby appoints, to use and apply 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 of the Obligations Secured Obligations. The collateral agent accepts to act as Hypothecary Representative of all present and future Lenders (including in its capacities as a credit on account potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer for all purposes of Article 2692 of the purchase price for any Collateral payable by the Administrative Agent at such saleCivil Code of Quebec.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.5 for purposes of holding or 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, shall be entitled to the benefits of all provisions of this Section 10 9 and Section 1110, 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. (a) The Administrative Agent shall also act Secured Party is hereby designated as the “collateral agent” agent under this Agreement, the Loan Security Documents and the Note Documents, and each the Holders irrevocably authorize the Secured Party to take such action on their behalf under the provisions of this Agreement, the Security Documents and the other Note Documents, and to exercise such powers and perform such duties as are expressly delegated to the Secured Party by the terms of this Agreement and the other Note Documents, and consents and agrees to the terms of the Lenders (including each Note Document, as the same may be in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and 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 Issuing Lenders hereby irrevocably appoints and authorizes benefits of this Agreement, agrees to the Administrative Agent appointment of the Secured Party pursuant to this Section 6.12. The Secured Party agrees to act as such on 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 express conditions contained 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 this Section 6.12. The Holders agree that 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 any co-agents, sub-agents and attorneys-in-fact appointed action taken by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 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 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 acknowledge 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 agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and agree that is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Secured Party may perform any such action of its duties under this Agreement or the other the Note Documents, by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions through receivers, agents, employees, attorneys-in-fact or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against 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 Borrower 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 it selects as long as such selection was made in good faith and with due care. (c) The Secured Party shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, order, letter, telegram, facsimile, certification, telephone message, statement, or other Loan 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 any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other obligor 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 request, direction, instruction or consent of the Holders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. (d) The Secured Party shall not be deemed to have knowledge or notice of the occurrence of any default or Event 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 shall appoint a successor collateral agent. If no successor collateral agent is appointed pursuant to the preceding sentence within ten (10) 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, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring 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 Loan Documents, Specified Swap Agreements 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 Specified Cash Management Agreement (including, in each case, part thereof. The 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 right of setoffits officers, rights directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. (g) The Secured Party is authorized and directed to (i) enter into the Security Documents to which it is party, whether executed on account or after the Closing, (ii) bind the Holders on the terms as set forth in the Security Documents and the other Note Documents, and (iii) perform and observe its obligations under the Security Documents and the other Note Documents. (h) The Secured Party shall have no obligation whatsoever to assure that the Collateral 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 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, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Secured Party pursuant to this Agreement, any Security Document or the other Note Documents. (i) 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 banker’s lien of its duties hereunder or similar claim 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 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 a result of the presence at, or release on or from, the Collateral 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 longer reasonably deems any indemnity, security or undertaking to be sufficient. (j) The Secured Party (i) shall not be liable for any action taken or omitted to be taken by it in connection with this Agreement, any Security Document, the other Note Documents, or any instrument referred to herein or therein, 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 liable 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, 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 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 rights 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 self-helpthe 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 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 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 institute 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 proceedingsthereto. 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 commence constitute any remedial procedures, with respect to any Collateral participation in the management of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agentsuch 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 a foreclosure by any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the Administrative Agent on any benefit of another, which in either of the Collateral pursuant 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 public court-appointed receiver. The Secured Party shall not be liable to the Pledgor, the Grantors, or private sale any other Person for any environmental claims or a sale of contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral pursuant Secured Party’s actions and conduct as authorized, empowered and directed hereunder or relating to Section 363 the discharge, release or threatened release of hazardous materials into the environment. (n) Subject to the provisions of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)applicable Security Documents and the other Note Documents, the Administrative Agent or any Lender may be Secured Party shall execute and deliver this Agreement, the purchaser of any or all of such Collateral at any such sale Security Documents and the Administrative Agentother Note Documents to which it is a party and all agreements, as agent for documents and representative of the Lenders (but not any Lender or Lenders instruments incidental thereto, and act in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, accordance with the consent terms thereof. For the avoidance of doubt, the Secured Party shall have no discretion under this Agreement, the Security Documents or at 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 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.Hold

Collateral Agent. (a) The Administrative Secured Parties hereby: (i) irrevocably designate the Collateral Agent shall also as their agent to act on behalf of the Secured Parties as their representative and 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 “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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) sole secured party 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 Obligationssecurity documents, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent filings or notices executed or filed pursuant to Section 10.5 for purposes or in respect of holding or enforcing any Lien on this Security Agreement; and (iii) agree that 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, shall be entitled Agent is authorized 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 file any and all documents terminations of such documents, filings or notices at such time or times as it determines is appropriate. (including releasesb) with respect 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, but in all cases subject to the rights of the grantees of the Permitted Liens: (i) after an Event of Default, file or cause to be filed such applications and take such other actions as the Majority in Interest or a duly appointed Collateral and Agent may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Secured Parties with respect theretoand the Collateral Agent hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or 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 contemplated by the Collateral Agent may reasonably request in order to more fully create, evidence, perfect, continue, and in accordance with preserve the priority of the Security Interest and to carry out the provisions of this Agreement Agreement; and the Security Documents and acknowledge and agree that (iii) either before or after an Event of Default, pay all filing fees in connection with any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take financing, continuation, or institute any actions termination statement or proceedings, judicial or otherwise, for any right or remedy other instrument with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleSecurity Interest.

Collateral Agent. The Administrative (a) Each of the Lenders hereby irrevocably appoints the Collateral Agent shall also act as its agent and authorizes the “collateral agent” under 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, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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 actions and powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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, 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 hereby expressly authorize for purposes of perfecting and administering Liens under the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to Loan Documents, and for all other purposes stated therein and execute or file any and all documents (including releases) financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Collateral Loan Documents; (e) manage, supervise or otherwise deal with Collateral; (f) exclusively receive, apply, and the rights distribute payments and proceeds of the Secured Parties with respect theretoCollateral as provided in the Loan Documents, (g) open and maintain such bank accounts and cash management arrangements as contemplated by Collateral Agent deems necessary and appropriate in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that Loan Documents, (h) take any such enforcement action by or otherwise exercise any Agent shall bind the Lenders. Each Lender agrees that it shall not take rights or institute any actions or proceedings, judicial or otherwise, for any right or remedy remedies with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any Loan Documents, applicable law or otherwise, and (i) incur and pay such expenses as Collateral Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents, Specified Swap Agreements whether or not any Specified Cash Management Agreement (includingLoan Party is obligated to 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, in each case, and the exercise Loan Parties and the Parent shall not have rights as a third-party beneficiary of any right of setoff, rights on account such provisions. It is understood and agreed that the use of any banker’s lien the term “agent” as used herein or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or in any other Loan PartyDocuments (or any similar term) 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, without 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 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 prior written consent 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 disposition permitted hereunder (including the release of any guarantor); or (iii) subject to Section 17 above, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) or (b) of the Administrative 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. In the event ’s authority to release, or subordinate its interest in, particular types or items of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the this Section 22(b). Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Agent may, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of Required Lenders shall, subject to the Required 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) 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 as Representative of the Secured Parties) (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 purpose avoidance of bidding doubt, with references to “Agent” in such provisions (and making settlement or payment of the purchase price defined terms used in such provisions) being deemed for all or any portion of the purposes hereof to refer to Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleAgent).

Collateral Agent. (a) The Administrative Agent shall also act Secured Party is hereby designated as the “collateral agent” agent under this Agreement, the Loan Security Documents and the Note Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders Holder, together with any successors or assigns thereof, hereby irrevocably appoints appoints, designates and authorizes the Administrative Agent 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 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) Holder for purposes of acquiring, holding holding, enforcing and enforcing any and perfecting all Liens on Collateral granted by any of each Grantor on the Loan Parties Collateral to secure any of the Obligations, in each case together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionEach Holder, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, shall be entitled to accepting the benefits of all provisions of this Section 10 and Section 11Agreement, 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 agrees to the Collateral and the rights appointment of the Secured Parties with respect thereto, Party pursuant to this Section 6.12. The Secured Party agrees to act as contemplated such on the express conditions contained in this Section 6.12. The Holders agree that any action taken by and the 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 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 acknowledge 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 agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and agree that is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Secured Party may perform any such action of its duties under this Agreement or the other the Note Documents, by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions through receivers, agents, employees, attorneys-in-fact or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against 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 Borrower 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 it selects as long as such selection was made in good faith and with due care. (c) The Secured Party shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, order, letter, telegram, facsimile, certification, telephone message, statement, or other Loan 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 any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other obligor 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 request, direction, instruction or consent of the Holders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. (d) The Secured Party shall not be deemed to have knowledge or notice of the occurrence of any default or Event of Default. (e) The Secured Party may resign at any time by ten (10) 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 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, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring 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 Loan Documents, Specified Swap Agreements 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 Specified Cash Management Agreement (including, in each case, part thereof. The 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 right of setoffits officers, rights directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own bad faith, gross negligence, or willful misconduct. (g) The Secured Party is authorized and directed to (i) enter into the Security Documents to which it is party, whether executed on account or after the Closing Date, (ii) bind the Holders on the terms as set forth in the Security Documents and the other Note Documents, and (iii) perform and observe its obligations under the Security Documents and the other Note Documents. (h) The Secured Party shall have no obligation whatsoever to assure that the Collateral 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 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, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Secured Party pursuant to this Agreement, any Security Document or the other Note Documents. (i) 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 banker’s lien of its duties hereunder or similar claim 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 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 a result of the presence at, or release on or from, the Collateral 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 longer reasonably deems any indemnity, security or undertaking to be sufficient. (j) The Secured Party (i) shall not be liable for any action taken or omitted to be taken by it in connection with this Agreement, any Security Document, the other Note Documents, or any instrument referred to herein or therein, 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 liable 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, 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 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 rights disasters and other events out of self-helpthe Secured Party’s control directly relating to the foregoing. 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 responsibility for any failure or delay in performance or any breach by the Pledgor or any 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 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 institute 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 proceedingsthereto. 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 commence constitute any remedial procedures, with respect to any Collateral participation in the management of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agentsuch 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 a foreclosure by any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the Administrative Agent on any benefit of another, which in either of the Collateral pursuant 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 public court-appointed receiver. The Secured Party shall not be liable to the Pledgor, the Grantors, or private sale any other Person for any environmental claims or a sale of contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral pursuant Secured Party’s actions and conduct as authorized, empowered and directed hereunder or relating to Section 363 the discharge, release or threatened release of hazardous materials into the environment. (n) Subject to the provisions of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)applicable Security Documents and the other Note Documents, the Administrative Agent or any Lender may be Secured Party shall execute and deliver this Agreement, the purchaser of any or all of such Collateral at any such sale Security Documents and the Administrative Agentother Note Documents to which it is a party and all agreements, as agent for documents and representative of the Lenders (but not any Lender or Lenders instruments incidental thereto, and act in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, accordance with the consent terms thereof. For the avoidance of doubt, the Secured Party shall have no discretion under this Agreement, the Security Documents 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.other Note Do

Collateral Agent. The Administrative (a) Each Secured Party hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Collateral Agent shall also act for the benefit of the Secured Parties under this Agreement to serve from the date hereof until the termination of this Agreement. (b) 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 “collateral agent” under the Loan Documents, and each of the Lenders (including Majority Note Holders”) in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (accordance 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 Obligationsterms hereof, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Collateral Agent may execute any of its duties hereunder by or through agents or employees and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, shall be entitled to request and act in reliance upon the benefits advise of counsel concerning all provisions of this Section 10 matters pertaining to its duties hereunder 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 shall not be liable for any action taken or omitted to be taken by it 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 good faith in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any therewith. (c) Collateral Agent shall bind the Lenders. Each Lender agrees that it shall not take be liable or institute responsible to any actions Secured Party or proceedings, judicial to LLCL or otherwise, any of its Affiliates for any right action taken or remedy with respect omitted to any be taken by Collateral against any Borrower Agent or any other Loan Party 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 other obligor under instrument or document delivered hereunder or relating hereto; (B) the title of LCLX or any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect its Affiliates to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale 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 of the terms and conditions of this Agreement; (D) the failure by LCLX or any of its Affiliates to deliver any instrument or document required to be delivered pursuant to Section 363 the terms hereof; or (E) the receipt, disbursement, waiver, extension or other handling of payments or proceeds made or received with respect to the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Collateral, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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 servicing of the Collateral sold at or the enforcement or the collection of any such sale, amounts owing with respect to use the Collateral. (d) In connection with this Security Agreement and apply the transactions contemplated hereby and any related document relating to any of the Obligations as a credit on account Collateral, each of the purchase price for 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 payable 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 and the transactions contemplated hereby and any related agreement or other instrument or document, as the case may be, unless such liability shall be caused by the Administrative Agent at such salewillful misconduct or gross negligence of Collateral Agent.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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 Borrowers to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as “collateral agent” and , to enter into any co-agents, sub-agents and attorneys-in-fact appointed by of the Administrative Agent pursuant to Section 10.5 Loan Documents as secured party for purposes of acquiring, holding or and enforcing any Lien all Liens on the Collateral (or and any portion thereof) granted under other collateral from time to time securing the Security DocumentsObligations), or and as Agent for exercising any and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies thereunder at the direction of the Administrative Agent, 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 may be exercised solely by Agent for the generality benefit of the foregoing, the Lenders hereby expressly authorize the Administrative and 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agentterms thereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)sale, the Administrative either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with entitled (subject to the consent or proviso at the direction end of the Required Lendersthis sentence), 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 public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale; provided however, that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the Required Lenders. Without limiting the generality of the foregoing, Agent is hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with respect to (i) the Collateral and the rights of Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (ii) any other subordination agreement with respect to any Subordinated Debt.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture and the Issuing Lenders Collateral Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as take such action on its behalf under the agent provisions of such Lender this Indenture and the Issuing Lenders (with the full power to appoint Collateral Documents and to substitute exercise such powers and perform such duties as are expressly delegated to delegate) on its behalf, or in its own name as joint the Collateral Agent by the terms of this Indenture 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 ObligationsDocuments, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, shall be entitled to the benefits of all The provisions of this Section 10 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 provisions contained herein other than as expressly provided in Section 1111.03. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Collateral Documents, as though such co-agentsthe Collateral Agent shall not have any duties or responsibilities hereunder nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, sub-agents any Holder or any Grantor, and attorneys-in-fact were no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the “collateral agent” under Collateral Documents or otherwise exist against the Loan Documents as if set forth in full herein with respect theretoCollateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders 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 Collateral Agent is expressly entitled to take or assert under this Indenture, and the Collateral Documents, including the exercise of remedies pursuant to Article 6, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (b) None of the Collateral Agent or any of its respective Affiliates shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby expressly authorize the Administrative Agent on its behalf and/or in (except for its own name 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 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 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 this 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 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 Guarantor and their 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, 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 favor of, any such Grantor or such Affiliate) and acknowledge that the Collateral Agent shall not be under any parallel debtobligation to provide such information to the Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of the Collateral Agent to advance funds. (d) The Collateral Agent is authorized and directed to execute (i) enter into the Collateral Documents, (ii) bind the Holders on the terms as set forth in the Collateral Documents and (iii) perform and observe its obligations under the Collateral Documents. (e) The Trustee agrees that it shall not (and shall not be obligated to), and shall not instruct the Collateral Agent to, unless specifically requested to do so by a majority of the Holders, take or cause to be taken any and all documents action to enforce its rights under this Indenture or against any Grantor, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. If at any time or times the Trustee shall receive (including releasesi) 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 is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Issuer, the Trustee shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. (g) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or 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 particular priority, or to determine whether all or the Issuer or any Guarantor’s property constituting collateral intended to be subject to the 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 sole discretion given the Collateral Agent’s own interest in the Collateral and that the rights Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the Secured Parties foregoing. (h) No provision of this Indenture or any Collateral Document shall require the Collateral Agent (or the Trustee) 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 or take any action at the request or direction of Holders (or the Trustee in the case of the Collateral Agent) if it shall have reasonable grounds for believing that repayment of such funds is not assured to it. (i) The Collateral Agent (i) shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within 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 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 the Issuer (and money held in trust by the Collateral Agent need not be segregated from other funds except to the extent 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 theretoof any action taken, as contemplated omitted or suffered by it in good faith and in accordance with the provisions advice or opinion of this Agreement and such counsel. The grant of permissive rights or powers to the Security Documents and acknowledge and agree that any such action by any Collateral Agent shall bind not be construed to impose duties to act. (j) Neither the LendersCollateral Agent nor the Trustee shall be liable for delays or failures in performance resulting from acts beyond its control. Each Lender agrees that it Such acts shall include but not take 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 institute any actions or proceedings, judicial or otherwise, other disasters. Neither the Collateral Agent nor the Trustee shall be liable for any right indirect, special or remedy with respect consequential damages (included but not limited to any Collateral against any Borrower or any other Loan Party or any other obligor under any lost profits) whatsoever, even if it has been informed of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent likelihood thereof and regardless of the Administrative Agent. In the event form of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleaction.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement Documents (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent 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 (including, without limitation, the release or substitution of such Lender Collateral), solely in accordance with this Agreement, the Intercreditor Agreement and the Issuing Lenders (with Second Lien Credit Agreement; provided, the Collateral Agent shall, after payment in full power to appoint and to substitute and to delegate) on its behalfof all Obligations under the Second Lien Credit Agreement, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided 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 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses 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 last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant 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 Secured Parties in accordance with the terms of this Section. The provisions of the Second Lien Credit Agreement and the Intercreditor Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for powers and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding duties and making settlement or payment of the purchase price for all or any portion immunities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of Second Lien Credit Agreement or the purchase price for any Collateral payable by the Administrative Agent at such saleIntercreditor Agreement.

Collateral Agent. (a) The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent 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 (including, without limitation, the release or substitution of such Lender Collateral), solely in accordance with this Agreement and the Issuing Lenders (with Credit Agreement; provided, the full power to appoint Collateral Agent shall, after all Obligations have been Paid in Full under the Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided 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 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses 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 last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section 10, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant 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 Secured Parties in accordance with the terms of this Section 10. The provisions of the Credit Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 Agent and the powers and duties and immunities of the Bankruptcy Code (or an equivalent process in Collateral Agent are incorporated herein by this reference and shall survive any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative termination of the Lenders (but not any Lender Credit Agreement. The Collateral Agent shall have the right to appoint one or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, more sub-agents for the purpose of bidding and making settlement or payment retaining physical possession of the purchase price for all or any portion Collateral, which may be held (in the discretion of the Collateral sold at any such sale, to use and apply any Agent) in the name of the Obligations as a credit on account relevant Grantor, endorsed or assigned in blank or in favor of the purchase price for Collateral Agent or any nominee or nominees of the Collateral payable Agent or a sub-agent appointed by the Administrative Agent at such saleCollateral Agent.

Collateral Agent. The Administrative Agent shall also act (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders, 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 itself 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 “collateral agent” under the Loan Documents, and each secured party of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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) record for purposes of acquiringthe grants of security and collateral contained in the various Loan Documents. (b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, 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 N.A. as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 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 the rights loss payee) on behalf of the Secured Parties with respect theretoLenders, (ii) names the Collateral Agent as contemplated by a replacement secured party of record, and (iii) authorizes the Collateral Agent, in accordance with such capacity, to take such action on its behalf under the provisions of this Agreement and the Security other Loan Documents and acknowledge to exercise such powers and agree 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 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 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 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 action by any 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 bind (or shall cause its designee to) review the LendersLoan 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 it no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall not take or institute any actions or proceedings, judicial or otherwise, for any have the right or remedy with respect individually to seek to realize upon the security granted by any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan DocumentsDocument, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, it being understood and agreed that such rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure and remedies may be exercised solely by the Administrative Collateral Agent on any (for the benefit of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writingeach Lender) shall be entitled, with the consent or at the direction of the Required LendersServicer 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 purpose Debt, the Collateral Agent is hereby authorized, and hereby granted a power of bidding attorney, to execute and making settlement deliver on behalf of each Lender any Loan Documents necessary or payment of the purchase price for all or any portion appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral sold 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 such 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 assets constituting collateral which is permitted pursuant to use 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 apply 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 Obligations as a credit on account other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document. (e) The Collateral Agent (i) may 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 purchase price 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 Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of 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 the Collateral Agent, 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 change to the identity of the Collateral Agent that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any. (f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent with respect to the Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable by to the Administrative Collateral Agent at in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The payment of such salefee shall not be duplicative of any such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Loan or any Other Mezzanine Loan).

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.5 for purposes of holding or 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, shall be entitled to the benefits of all provisions of this Section 10 9 and Section 1110, 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 the Administrative Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any the Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any the Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 the Administrative Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. (a) All items of Collateral and any interest therein to be delivered to or held by Holder pursuant to this Agreement shall be held by Holder, for the benefit of itself. Debtor may conclusively and absolutely rely, without inquiry, upon any action of ▇▇▇▇▇▇ in all matters referred to in this Agreement. (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 Administrative Agent duties of Holder shall also act be mechanical and administrative in nature. (c) 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 or any 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 by a final order, decree or judgment of a court of competent jurisdiction and from which no appeal has been taken and as to which the time the right to appeal has expired. (d) All proceeds of the Collateral shall be applied as follows: (i) first, to the 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, 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 other Obligations owed to Holder, 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 as otherwise required by law. (e) ▇▇▇▇▇▇, in consultation with ▇▇▇▇▇▇, shall have the right to appoint a third-party collateral agent” under ; provided, however, that, notwithstanding the Loan Documentsresults of such consultation with ▇▇▇▇▇▇, and each the right of the Lenders (including Holder to appoint a successor shall be exercised by ▇▇▇▇▇▇ in its capacities as a potential Qualified Counterparty sole discretion. (f) Holder shall use reasonable care in the custody and a potential Cash Management Providerpreservation of any Collateral in Holder’s possession. Holder shall not be liable for (i) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (any action taken or omitted by it in its discretion under or in connection with the full power to appoint and to substitute and to delegate) on its behalfthis Agreement, or any other applicable document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction). (g) Notwithstanding anything in this Agreement or any other agreement or document, express or implied, it is agreed that (i) Holder shall not be subject to any fiduciary or other implied duties, (ii) Holder shall not be required to take any action that, in its own name as joint opinion or the 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 several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding other experts selected by it 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 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 benefits advice of such counsel, accountants or experts; and (iv) Holder may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more sub-agents appointed by ▇▇▇▇▇▇. (h) The provisions of this Section 10 28 are solely for the benefit of ▇▇▇▇▇▇, 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 Debtor shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, have rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of as a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale third party beneficiary of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleprovisions.

Collateral Agent. The 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 Qualified Counterparty Hedge Bank and a potential Cash Management ProviderBank) and the Issuing Lenders L/C Issuers hereby irrevocably appoints and 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) 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including the second paragraph of Section 10 and Section 1110.05), 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 Collateral 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and each of the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. (a) All items of Collateral and any interest therein to be delivered to or held by Holder pursuant to this Agreement shall be held by Holder, for the benefit of itself. Debtor may conclusively and absolutely rely, without inquiry, upon any action of ▇▇▇▇▇▇ in all matters referred to in this Agreement. (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 Administrative Agent duties of Holder shall also act be mechanical and administrative in nature. (c) 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 or any 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 by a final order, decree or judgment of a court of competent jurisdiction and from which no appeal has been taken and as to which the time the right to appeal has expired. (d) All proceeds of the Collateral shall be applied as follows: (i) first, to the 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, 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 other Obligations owed to Holder, 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 as otherwise required by law. (e) The Holder, in consultation with ▇▇▇▇▇▇, shall have the right to appoint a third-party collateral agent” under ; provided, however, that, notwithstanding the Loan Documentsresults of such consultation with ▇▇▇▇▇▇, and each the right of the Lenders (including Holder to appoint a successor shall be exercised by the Holder in its capacities as a potential Qualified Counterparty sole discretion. (f) Holder shall use reasonable care in the custody and a potential Cash Management Providerpreservation of any Collateral in Holder’s possession. Holder shall not be liable for (i) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (any action taken or omitted by it in its discretion under or in connection with the full power to appoint and to substitute and to delegate) on its behalfthis Agreement, or any other applicable document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction). (g) Notwithstanding anything in this Agreement or any other agreement or document, express or implied, it is agreed that (i) Holder shall not be subject to any fiduciary or other implied duties, (ii) Holder shall not be required to take any action that, in its own name as joint opinion or the 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 several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding other experts selected by it 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 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 benefits advice of such counsel, accountants or experts; and (iv) Holder may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more sub-agents appointed by ▇▇▇▇▇▇. (h) The provisions of this Section 10 28 are solely for the benefit of ▇▇▇▇▇▇, 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 Debtor shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, have rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of as a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale third party beneficiary of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleprovisions.

Collateral Agent. The Administrative Agent shall also act (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders 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 itself 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 “collateral agent” under the Loan Documents, secured party of record and each mortgagee of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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) record for purposes of acquiringthe grants of security and collateral contained in the various Loan Documents. (b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, 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 AgentN.A., as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 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 rights replacement secured party of record, and (iii) authorizes the Secured Parties with respect theretoCollateral Agent, as contemplated by and in accordance with such capacity, to take such action on its behalf under the provisions of this Agreement and the Security other Loan Documents and acknowledge to exercise such powers and agree 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 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 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 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 action by any 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 bind (or shall cause its designee) to review the LendersLoan 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 it no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall not take or institute any actions or proceedings, judicial or otherwise, for any have the right or remedy with respect individually to seek to realize upon the security granted by any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan DocumentsDocument, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, it being understood and agreed that such rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure and remedies may be exercised solely by the Administrative Collateral Agent on any (for the benefit of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writingeach Lender) shall be entitled, with the consent or at the direction of the Required LendersServicer 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 purpose Debt, the Collateral Agent is hereby authorized, and hereby granted a power of bidding attorney, to execute and making settlement deliver on behalf of each Lender any Loan Documents necessary or payment of the purchase price for all or any portion appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral sold 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 such 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 assets constituting collateral which is permitted pursuant to use 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 apply 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 Obligations as a credit on account other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document. (e) The Collateral Agent (i) may 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 purchase price 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 Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement and shall have assumed in writing the obligations of 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 the Collateral Agent, 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 change to the identity of the Collateral payable Agent that may be appointed by Lender pursuant to the Administrative terms of the Co-Lender Agreement. (f) The Collateral Agent at shall be paid an annual fee of $15,000 for its services by Borrower. For 2010, Borrower shall pay the prorated amount of such salefee to Collateral Agent on the Closing Date (i.e. services from the Closing Date forward until December 31, 2010). Commencing January 2011 and annually each January thereafter, Collateral Agent shall submit its invoice for $15,000 to Borrower for payment. Borrower shall promptly pay such invoice within ten (10) Business Days of receipt.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 ‎10.5 for purposes of holding or 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, shall be entitled to the benefits of all provisions of this Section ‎Section 10 and Section 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent 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 (including, without limitation, the release or substitution of such Lender Collateral), solely in accordance with this Agreement and the Issuing Lenders (with Credit Agreement; provided, the Collateral Agent shall, after payment in full power to appoint of all Obligations under the Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided 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 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses 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 last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant 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 Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to a public or private sale or a sale of any the Collateral Agent including, without limitation, the provisions relating to resignation of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for powers and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding duties and making settlement or payment of the purchase price for all or any portion immunities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent 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 (including, without limitation, the release or substitution of such Lender Collateral), solely in accordance with this Agreement and the Issuing Lenders (with Credit Agreement; provided, the Collateral Agent shall, after payment in full power to appoint and to substitute and to delegate) on its behalfof all Obligations under the Credit Agreement, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided 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 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses 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 last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant 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 Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for powers and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding duties and making settlement or payment of the purchase price for all or any portion immunities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.5 for purposes of holding or 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, shall be entitled to the benefits of all provisions of this Section 10 9 and Section 1110, 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, for any right or remedy with respect to any Collateral against any the Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any the Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 10 and Section 1111.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents Documents) as if set forth in full herein with respect thereto, and 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 Administrative Agent acting as the “collateral agent”. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name to (including under any parallel debti) to execute any and all documents (including releases) with respect to the Collateral (including any intercreditor agreement and any amendment, supplement, modification or joinder with respect thereto) 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 Collateral Documents and acknowledge and agree that any such action by any the Administrative Agent shall bind the Lenders. Each Lender agrees that it shall not take Lenders and (ii) negotiate, enforce or institute settle any actions claim, action or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of proceeding affecting the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitledcapacity as such, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making which negotiation, enforcement or settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salewill be binding upon each Lender.

Collateral Agent. ▇▇▇▇▇▇▇▇.▇▇▇/ Power of Attorney. /a/ The Administrative Creditor hereby grants an irrevocable power of attorney to Itaú Chile under the terms set forth in section 18 of Law No. 20190 enacted on June 5, 2007 to act as Collateral Agent. /b/ The Collateral Agent will be fully empowered to perform all the acts, enter into all the agreements and subscribe all public and private instruments that may be required, including all rectification and/or clarification deeds that may be relevant in order to cause the creation and legal implementation of the Collateral or the adequacy of the existing ones. The Collateral Agent shall also act be liable to perform the following acts, including but not limited to receiving the respective stock certificates and contracts, keeping them in custody, managing them and fulfilling the legal requirements applicable to each of them, as appropriate, as well as for managing and foreclosing the “collateral agent” under the Loan DocumentsCollateral, and each the delivery of the Lenders (including proceeds thereof to the Creditor, if required. /Thirteen. Two/ Powers of the Collateral Agent. /a/ In order to the exercise this power of attorney, and without prejudice to the broad powers granted to it, the Collateral Agent shall be broadly and expressly empowered to self-contract, and also, acting in its capacities as a potential Qualified Counterparty the name and a potential Cash Management Provider) on behalf of the Creditor, to receive and the Issuing Lenders hereby irrevocably appoints and 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 behalfkeep in custody securities, stock certificates, corporate rights, contractual documents, or in its own name as joint any others that are to be delivered to and several creditor or creditor of a parallel debt (as be received by the case may be) Creditor for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any the total implementation of the Loan Parties Collateral; perform any acts, enter into any agreements, take all steps, proceedings and formalities, execute any public or private documents, and make all registrations or publications that may be relevant, necessary and/or advisable to secure any of the Obligations, together with such powers levy and discretion as are reasonably incidental thereto. In this connectionimplement entirely and according to law, the Administrative AgentCollateral described herein, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) others that may be granted under the Security Credit Documents, being also authorized to required a notary public to attest to the notifications, registrations, publications and/or annotations that may be relevant in compliance with the law for such purposes, as well as to require or delegate a power of attorney to require the customarily annotations and registrations and publications that may be relevant and receive any titles, certificates or instruments that may be relevant to such effect; to require any kind of customarily annotations and registrations and publications that may be relevant; keep custody of all stock certificates, corporate rights, contractual documents and any other kind of documents that may be required by the law; to perform any other acts, take any steps and measures that may be relevant, and shall also be empowered to collect and receive, for exercising any rights and remedies thereunder at which purpose the direction Collateral Agent shall have the prior authorization of the Administrative AgentCreditor; /b/ In addition, the Collateral shall be entitled to represent the benefits Creditor in all trials and judicial proceedings relating to the Collateral, which are relevant in which they may have an interest either at present or in the future, in any jurisdiction, ordinary, special, arbitral, or administrative court, or otherwise, to which the Creditor may be act as plaintiff, defendant or third party of any kind whatsoever, until the complete execution of the judgment, and shall be entitled to file any kind of ordinary, executive, special, non-contentious actions or otherwise; in order to exercise this power of attorney with regard to the execution and foreclosure of the Collateral, the Collateral Agent shall be empowered by the Credit to act in the Creditor’s name and behalf with all provisions ordinary and extraordinary powers to perform judicial acts contemplated in both subsections of this Section 10 section 7 of the Code of Civil Procedure of Chile, which are deemed as fully reproduced herein, on a one-by-one basis, and Section 11shall also be empowered, as though such co-agentswithout the following enumeration being restrictive in any way, sub-agents to ▇▇▇, file complaints, bring any other kind of judicial proceedings either in a voluntary or contentious jurisdiction, answer to complaints, desist, withdraw and attorneysdiscontinue all kind of legal actions and proceedings, defenses, pleas-in-fact were bar, remedies and appeals; waive remedies or legal terms, answer interrogatories, enter into compromises, appoint arbitrators collect and receive monies, enter into accord and satisfaction, to settle or is authorized to represent the “collateral agent” under company with all the Loan Documents as if set forth ordinary and extraordinary powers granted in full herein with respect thereto. Without limiting this power of attorney, being empowered to file any voluntary nonsuit in the generality court of original jurisdiction or lower court, file and answer complaints, accept the foregoingcomplaint brought by the opposite party, 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 answer interrogatories or give testimony, waive remedies or legal terms, compromise, settle, grant arbiter’s powers to the Collateral and the rights of the Secured Parties with respect theretoarbitrators, 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 proceedingschange venues, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.participate in

Collateral Agent. The Administrative CSC TRUST COMPANY OF DELAWARE, as Collateral Agent shall also act By: Name: Title: THIS PLEDGE AMENDMENT, dated as of , 20 , is delivered by [NAME OF ▇▇▇▇▇▇▇] (the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management ProviderPledgor”) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 5.1 of the Security Agreement referred to herein below. The Pledgor hereby agrees that this Pledge Amendment may be attached to the Pledge and Security Agreement, dated as of [ ], 2014 (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 Pledgor in favor of , as trustee and collateral agent for purposes the Holders under the Indenture referred to below (in its capacity as trustee and together with its successors and assigns 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 holding or enforcing any Lien on the Equity Interests within the meaning of the Security Agreement and shall become part of the Collateral (or any portion thereof) granted under and shall secure all of the Secured Obligations as provided in the Security Documents, or for exercising any rights Agreement. The Pledgor hereby confirms that all representations and remedies thereunder at the direction of the Administrative Agent, 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 warranties set forth in full herein with respect thereto. Without limiting the generality Sections 3.1, 3.2, 3.4, 3.5 and 3.7 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 Security Agreement are true and all documents (including releases) correct with respect to the Collateral Equity Interests listed on Annex A to this Pledge Amendment. This Pledge Amendment and its attachments are hereby incorporated into the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Security Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lendersmade a part thereof. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any By: Title: Name of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement Issuer Type of Interests Certificate No. (including, if applicable) No. of Shares/Units (if applicable) Percentage of Outstanding Interests in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.Issuer

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 10 and Section 1111.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents 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 to (including under any parallel debti) to execute any and all documents (including releases) with respect to the Collateral (including any intercreditor agreement and any amendment, supplement, modification or joinder with respect thereto) 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 Collateral Documents and acknowledge and agree that any such action by any the Administrative Agent shall bind the Lenders. Each Lender agrees that it shall not take Lenders and (ii) negotiate, enforce or institute settle any actions claim, action or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of proceeding affecting the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitledcapacity as such, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making which negotiation, enforcement or settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salewill be binding upon each Lender.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent 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 (including, without limitation, the release or substitution of such Lender Collateral), solely in accordance with this Agreement, the Term Loan Credit Agreement and the Issuing Lenders Intercreditor Agreement; provided, the Collateral Agent shall, after payment in full of all Obligations (with excluding contingent obligations in respect of customary indemnification liabilities that survive termination of the full power to appoint Credit Documents or such Person's release or discharge therefrom) under the Term Loan Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided 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 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement holders of a majority of the aggregate notional amount (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Collateral Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any Borrower or any other Loan early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant to 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 Lenders/Secured Parties in accordance with the terms of this Section. Collateral Agent may resign or be removed and a public or private sale or a sale of any successor Collateral Agent may be appointed, all in accordance with Section 9.7 of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleTerm Loan Credit Agreement.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and each of the Issuing Lenders hereby irrevocably appoints and 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 theretothereto and references in this Agreement to “Administrative Agent” will include the “Collateral Agent” as the context may require. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, any Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as the agent of such Lender and the Issuing Collateral Agent hereunder by Lenders (with the full power to appoint and to substitute and to delegate) on its behalfand, 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 their acceptance of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionbenefits hereof, the Administrative Agentother Secured Parties. The Collateral Agent shall be obligated, as “collateral agent” and any co-agentsshall have the right hereunder, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding make demands, to give notices, to exercise or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for refrain from exercising any rights and remedies thereunder at to take or refrain from taking any action (including, without limitation, the direction release or substitution of Collateral), solely in accordance with this Agreement and the Administrative AgentCredit Agreement; provided, shall be entitled to the benefits Collateral Agent shall, after payment in full 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” Obligations 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 Credit Agreement and the rights of the Secured Parties with respect theretoother Credit Documents, as contemplated by and exercise, or refrain from exercising, any remedies provided for herein 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses 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, the settlement amount for any Hedge Agreement that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)hereunder, the Administrative Agent or any Lender it being understood and agreed by such Secured Party that all rights and remedies hereunder may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.be

Collateral Agent. The Administrative Agent shall also has been appointed to act as collateral agent hereunder by the “collateral agent” under the Loan DocumentsLenders and, and each by their acceptance of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and benefits hereof, the Issuing Lenders hereby irrevocably appoints and authorizes other Secured Parties appoint the Administrative Agent to act as collateral agent hereunder. The Administrative Agent shall be obligated, and shall have the agent 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 the release or substitution of such Lender Collateral), solely in accordance with this Agreement, the Credit Agreement and the Issuing Lenders (other Loan Documents; provided, the Administrative Agent 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 full power to appoint and to substitute and to delegateinstructions of the holders (the “Majority Holders”) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt majority of the aggregate “settlement amount” as defined in the Related Credit Arrangements (or, with respect to any Related Credit Arrangement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments, but including any early termination payments then due) under such Related Credit Arrangement) under all Related Credit Arrangements. For purposes of the foregoing sentence, settlement amount for any Related Credit Arrangement that has not been terminated shall be the settlement amount as of the case may be) last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Administrative Agent upon request; provided any Related Credit Arrangement with a settlement amount that is a negative number shall be disregarded for purposes of acquiringdetermining the Majority Holders. In furtherance of the foregoing provisions of this Section 10, holding and enforcing any and all Liens on Collateral granted each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Loan Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Administrative Agent for the benefit of Secured Parties to secure any in accordance with the terms of this Agreement. The provisions of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Credit Agreement relating to the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by including the provisions relating to resignation or removal of the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on and the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights powers and remedies thereunder at the direction duties and immunities of the Administrative Agent, are incorporated herein by this reference and 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 survive any termination 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. The Administrative Agent Bank of America shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty Hedge Bank, and a potential Cash Management ProviderBank) and the Issuing Lenders L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent Bank of America 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) 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 AgentBank of America, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 10 and Section 1111.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents Documents) as if set forth in full herein with respect thereto. Without limiting the generality In this Agreement, any rights and remedies exercisable by, any documents to be delivered to, or any other indemnities or obligations in favor of the foregoingCollateral Agent shall be, as the Lenders hereby expressly authorize case may be, exercisable by, delivered to, or be indemnities or other obligations in favor of the Administrative Collateral Agent on its behalf and/or (or any other Person acting in such capacity) in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect capacity as Australian Security Trustee to the extent that the rights, remedies, deliveries, indemnities or other obligations relate to, Collateral and Documents governed by the rights laws of Australia or the security thereby created. Any obligations of Collateral Agent (or any other Person acting in such capacity) in this Agreement shall be obligations of the Secured Parties with respect theretoCollateral Agent in its capacity as Australian Security Trustee or the security thereby created to the extent that such obligations relate to Collateral Documents governed by the laws of Australia or the security thereby created. Additionally, in its capacity as contemplated by Australian Security Trustee, Agent (or any other Person acting in such capacity) shall have: (i) all the rights, remedies and benefits in accordance with favor of the Agent contained in the provisions of the whole of this Agreement and Section 9. (ii) all 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any powers of an absolute owner of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure security constituted by the Administrative Agent on any Collateral Documents governed by the laws of Australia; and (iii) all the rights, remedies and powers granted to it and be subject to all the obligations and duties owned by it under the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable Documents governed by the Administrative Agent at such salelaws of Australia.

Collateral Agent. The Administrative Agent shall also act Investor hereby (a) appoints The Bank of New York, as the “collateral agent” Collateral Agent hereunder and under the Loan other Security Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Providerb) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Collateral Agent (and its officers, directors, employees and agents) to act as take such action on the agent of such Lender and the Issuing Lenders (Investor’s behalf in accordance with the full power to appoint terms hereof and to substitute and to delegate) on its behalfthereof. The Collateral Agent shall not have, by reason hereof 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 other Security Documents, a fiduciary relationship in respect of the Investor. Neither the Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to secure the Investor 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 the Investor 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, whether direct, indirect or consequential, 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 ObligationsSecurity Documents. The Collateral Agent shall not be required to exercise any discretion or take any action, together with 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 holders of a majority in principal amount of the Notes then outstanding, and such powers and discretion as are reasonably incidental thereto. In this connectioninstructions shall be binding upon all holders of Notes; provided, however, that the Administrative Collateral Agent shall not be required to take any action which, in the reasonable opinion of the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on exposes the Collateral (Agent to liability or which is contrary to this Agreement or any portion thereof) granted under the Security Documents, other Transaction Document or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, applicable law. 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 in good faith to be genuine and correct and to have been signed, sent or made by the benefits of all provisions of this Section 10 proper Person, 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 all matters pertaining to 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documentsother Transaction Documents and its duties hereunder or thereunder, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise upon advice of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure counsel selected by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleit.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each (a) Each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders Buyers hereby irrevocably appoints and authorizes the Administrative Agent 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 Security Documents (collectively with this Agreement, the "Financing Documents"), to which it is a party as agent of such Lender and the Issuing Lenders (with the full power to appoint including as a collateral agent) on Buyers' behalf and to substitute take such actions as Collateral Agent on Buyers' behalf under the Financing Documents and to delegate) on its behalf, or in its own name exercise such powers under the Financing Documents as joint and several creditor or creditor of a parallel debt are delegated to Collateral Agent (as agent, secured party or otherwise) by 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 Obligationsterms thereof, together with all such powers and discretion as are reasonably incidental thereto. In The Collateral Agent shall take such action under this connectionAgreement and/or any other Transaction Documents as the 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). Secured Party is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Financing Documents to which it is a party or which run in its favor on behalf of the Buyers; provided, however, that the parties hereto hereby agree that no such amendment, modification or waiver shall be effective without the unanimous written consent of the Buyers. Each Buyer hereby assigns to Secured Party, without recourse, representation or warranty of any kind whatsoever, all of its right, title and interest in and to any Liens and security interests granted to such Buyer pursuant to the Original Security Agreements. (b) Whether or not the transactions contemplated hereby shall be consummated, upon demand therefor, the Administrative AgentBuyers 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), as “collateral agent” 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 co-agentsand all liabilities, sub-agents obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 disbursements of any kind whatsoever, including, for purposes of holding clarification, all taxes, which may at any time (including at any time following the payment in full of the Notes and the termination or enforcing resignation of the Collateral Agent) be imposed on, incurred by or asserted against the Collateral Agent in any Lien 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 of the foregoing; provided, 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 Transaction Document, or any portion thereof) granted under document contemplated hereby or referred to herein to the Security Documents, extent that the Collateral Agent is not reimbursed for such expenses by or for exercising any rights and remedies thereunder at the direction on behalf of the Administrative Agent, 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 theretoCompany. Without limiting the generality of the foregoing, if any Governmental Authority of any jurisdiction asserts a claim that the Lenders hereby expressly authorize Collateral Agent did not properly withhold tax from amounts paid to or for the Administrative 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 its behalf and/or in its own name 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 shall not be deemed to have knowledge or notice of the occurrence of any Event of Default 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 parallel debt) to execute any and all documents (including releases) 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 and the rights of the Secured Parties with respect thereto, as contemplated Agent shall reasonably be directed by and 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) Nothing in this Section 5.12 shall be deemed to limit or otherwise affect the rights of Secured Party or Buyers to exercise any remedy provided in this Agreement or any other Transaction Document. (e) The Collateral Agent may resign from the performance of 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 as otherwise provided below. (f) Upon (i) Buyers' receipt of a notice of resignation by the Collateral Agent 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 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 above in this paragraph. The provisions of this Agreement shall continue in effect for the benefit of any retiring Collateral Agent and its sub-agents after the Security effectiveness of its resignation or removal hereunder and under the other Transaction Documents and acknowledge and agree that in respect of any such action actions taken or omitted to be taken by any of them while the retiring Collateral Agent shall bind was acting or was continuing to act as Collateral Agent. (g) If pursuant to any Financing Document the Lenders. Each Lender agrees that it shall not take Collateral Agent is given the discretion to allocate proceeds received by Collateral Agent pursuant to the exercise of remedies under the Financing Documents or institute any actions at law or proceedings, judicial or otherwise, for any right or remedy in equity (including without limitation with respect to any secured creditor remedies exercised against the Collateral against any Borrower or and any other Loan Party 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 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 Collateral Agent; second, to payment of all accrued unpaid interest and fees (other than fees owing to Collateral Agent) on the Obligations; third, to payment of principal of the Obligations; fourth, to payment of any other obligor under amounts owing constituting Obligations; and fifth, any of remainder shall be for the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect and paid to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender whoever may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salelawfully entitled thereto.

Collateral Agent. (a) Each Purchaser who will purchase FILO C Notes (in its capacity as a Purchaser and, upon issuance of the FILO C Notes, in its capacity as a FILO C Note Holder) hereby (i) appoints TASCR Ventures CA, LLC, as the collateral agent to act on its behalf hereunder and under the Security Documents (in such capacity, the “FILO C Collateral Agent”), and (ii) authorizes the FILO C Collateral Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof, including, without limitation, to enter into each applicable Intercreditor Agreement, to perform its obligations thereunder and to subordinate the Liens on the Collateral securing the FILO C Notes Obligations as set forth therein. Each Purchaser who will purchase JSC Notes or Management JSC Notes (in its capacity as a Purchaser and, upon issuance of the JSC Notes and the Management JSC Notes, in its capacity as a JSC Note Holder and/or Management JSC Note Holder, as applicable) hereby (i) appoints TASCR Ventures CA, LLC, as the collateral agent to act on its behalf hereunder and under the Security Documents (in such capacity, the “JSC Collateral Agent”), and (ii) authorizes the JSC Collateral Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof, including, without limitation, to enter into each applicable Intercreditor Agreement, to perform its obligations thereunder and to subordinate the Liens on the Collateral securing the JSC Notes Obligations and the Management JSC Notes Obligations as set forth therein. The Administrative Collateral Agent shall also act as not have, by reason hereof or pursuant to any Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the “collateral agent” under Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or the Loan DocumentsSecurity Documents except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its officers, directors, employees and agents (collectively, the “Collateral Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Collateral Agent Indemnitee of the Lenders (including in its capacities as a potential Qualified Counterparty duties and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative obligations of Collateral 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, pursuant hereto 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, . (b) 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 in good faith to be genuine and correct and to have been signed, sent or made by the benefits proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it. (c) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the Notes and the Security Documents at any time by giving at least ten (10) business days prior written notice to Issuer and each holder of the 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 Required Holders shall appoint a successor Collateral Agent. Upon the acceptance of the appointment as 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 Notes and the Collateral Agreement. After any Collateral Agent’s resignation hereunder, the provisions of this Section 10 and Section 115.5 shall inure to its benefit. If a successor Collateral Agent shall not have been so appointed within said ten (10) business day period, the retiring Collateral Agent shall then appoint a successor Collateral Agent who shall serve until such time, if any, as though such co-agentsthe Required Holders appoint a successor Collateral Agent as provided above. (d) Issuer hereby covenants and agrees to take all actions as promptly as practicable reasonably requested by either the Required Holders or the Collateral Agent (or its successor), 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) from time to execute any and all documents (including releases) with respect time pursuant to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions terms of this Agreement Section 5.5, to secure a successor Collateral Agent satisfactory to such requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all fees of such successor Collateral Agent, by having Issuer agree to indemnify any successor Collateral Agent and by each of Issuer executing a collateral agency agreement or similar agreement and/or any amendment to 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 reasonably requested or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure required by the Administrative Agent on any of the successor Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. (a) The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent benefits hereof, the other Secured Parties. Subject to the terms of such Lender the Intercreditor Agreement, 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 Issuing Lenders (with Credit Agreement; provided, the full power to appoint Collateral Agent shall, after all Obligations have been Paid in Full under the Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided 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 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses 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 last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section 10, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant 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 Secured Parties in accordance with the terms of this Section 10. The provisions of the Credit Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 Agent and the powers and duties and immunities of the Bankruptcy Code (or an equivalent process in Collateral Agent are incorporated herein by this reference and shall survive any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative termination of the Lenders Credit Agreement. (but not any Lender b) The Collateral Agent shall have the right to appoint one or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, more sub-agents for the purpose of bidding and making settlement or payment retaining physical possession of the purchase price for all or any portion Collateral, which may be held (in the discretion of the Collateral sold at any such sale, to use and apply any Agent) in the name of the Obligations as a credit on account relevant Grantor, endorsed or assigned in blank or in favor of the purchase price for Collateral Agent or any nominee or nominees of the Collateral payable Agent or a sub-agent appointed by the Administrative Agent at such saleCollateral Agent.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by the agent of such Lender Senior Lenders and the Issuing Holdings Term Loan 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 (including, without limitation, the release or substitution of Collateral), to the extent not prohibited by and subject to the limitations contained in this Agreement or the Credit Agreement, solely in accordance with the instructions of Requisite Lenders; provided, the Collateral Agent shall, after payment in full power of all Obligations owed to appoint the Senior Lenders under the Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in its own name as joint and several creditor or creditor accordance with the instructions of the holders of a parallel debt majority of the aggregate notional amount (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements; provided further, the Collateral Agent shall, after payment in full of all Obligations owed to the Senior Lenders under the Credit Agreement and the other Credit Documents and the Lender Counterparts under any Hedge Agreements and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of one or more Holdings Term Loan Lenders having or holding Holdings Term Loan Exposure representing more than 50% of the aggregate Holdings Term Loan Exposure of all Holdings Term Loan Lenders; (Requisite Lenders, such holders, or such Holdings Term Loan Lenders, as applicable, being referred to herein as "REQUISITE OBLIGEES"). In furtherance of the case may be) for purposes foregoing provisions of acquiringthis Section, holding and enforcing any and all Liens on Collateral granted each Lender Counterparty, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Loan Parties to secure any of the ObligationsCollateral hereunder, together with it being understood and agreed by such powers Lender Counterparty that all rights and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Senior Lenders, Holdings Term Loan Lenders and Lender Counterparties in accordance with the terms of this Section. The Collateral Agent shall at all times be the same Person that is Administrative Agent under the Credit Agreement. Written notice of resignation by Administrative Agent pursuant to Section 10.5 for purposes terms of holding or enforcing any Lien on the Credit Agreement shall also constitute notice of resignation as the Collateral (or Agent under this Agreement; removal of Administrative Agent pursuant to the terms of the Credit Agreement shall also constitute removal as the Collateral Agent under this Agreement; and appointment of a successor Administrative Agent pursuant to the terms of the Credit Agreement shall also constitute appointment of a successor Collateral Agent under this Agreement. Upon the acceptance of any portion thereof) granted appointment as Administrative Agent under the Security Documents, or for exercising any rights and remedies thereunder at the direction terms of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereby also be deemed the successor Collateral Agent and such successor Collateral Agent 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 entitled to the benefits of all provisions of discharged from its duties and obligations under this Section 10 and Section 11, Agreement. After any retiring or removed Collateral Agent's resignation or removal hereunder 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 theretoAgent, 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 inure to its benefit as to any actions taken or proceedings, judicial or otherwise, for any right or remedy with respect omitted to any Collateral against any Borrower or any other Loan Party or any other obligor be taken by it under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management this Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of while it was the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salehereunder.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders L▇▇▇▇▇ hereby irrevocably appoints and 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 Borrower to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative L▇▇▇▇▇ ▇▇▇▇▇▇ authorizes Agent, in its capacity as “collateral agent” and , to enter into any co-agents, sub-agents and attorneys-in-fact appointed by of the Administrative Agent pursuant to Section 10.5 Loan Documents as secured party for purposes of acquiring, holding or and enforcing any Lien all Liens on the Collateral (or and any portion thereof) granted under other collateral from time to time securing the Security DocumentsObligations), or and as Agent for exercising any and representative of Lender thereunder, and L▇▇▇▇▇ agrees to be bound by the terms of each such document. All powers, rights and remedies thereunder at the direction of the Administrative Agent, 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 may be exercised solely by Agent for the generality benefit of the foregoing, the Lenders hereby expressly authorize the Administrative L▇▇▇▇▇ and 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agentterms thereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)sale, the Administrative either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) Lender, shall be entitled, with entitled (subject to the consent or proviso at the direction end of the Required Lendersthis sentence), 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 public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale; provided however, that shall not “credit bid” at any foreclosure and/or other public or private sale absent the consent of Lender. Without limiting the generality of the foregoing, Agent is hereby expressly authorized to execute any and all documents (including releases) that bind Lender with respect to (i) the Collateral and the rights of Lender with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (ii) any other subordination agreement with respect to any Subordinated Debt.

Collateral Agent. The Administrative 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 also act as be obligated, and shall have the “collateral agent” 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 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 Agent shall, after payment in full of all Credit Obligations under the Loan DocumentsCredit Agreement and the other Credit Documents (other than obligations under Hedging Agreements), and each 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 respect to any Hedging Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses 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, 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 Secured Parties in accordance with the terms of this Section. The Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing 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 such notice of resignation or any such removal, Requisite Lenders hereby irrevocably appoints and authorizes shall have the right, upon five (5) Business Days’ notice to the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power Grantors, to appoint a successor Collateral Agent which must be acceptable to Grantors (unless an Event of Default under the Credit Agreement has occurred and is continuing). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to substitute and to delegate) on its behalfbecome vested with all the rights, or in its own name as joint powers, privileges 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 duties of the Loan Parties retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to secure any such successor Collateral Agent all sums and other items of the ObligationsCollateral 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 powers successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and discretion take such other actions, as are reasonably incidental theretomay 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. In this connection, After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Administrative Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder. The Collateral Agent (including any successor Collateral Agent) shall enjoy the benefits afforded it under Section 9.6 of the Credit 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise equivalent provision of any right of setoffOther First Lien Agreement, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without it being understood that the prior written consent of indemnification provided under the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of Credit Agreement shall come from the Lenders (but not any Lender or Lenders in its or based on their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations Pro Rata Share as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleset forth therein.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan DocumentsAt any time or times, and each in order to comply with any legal requirement in any jurisdiction or in order to effectuate any provision of the Lenders Security Agreement as determined in the discretion of the holders holding a majority of the aggregate principal amount of the then outstanding Notes (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes "Majority Note Holders"), the Administrative Agent Majority Note Holders may, without the consent of or notice to Debtor, appoint any Secured Party, or any bank or trust company or any other person or entity to act as collateral agent (the agent of such Lender and the Issuing Lenders ("Collateral Agent"), either jointly with the full power to appoint and to substitute and to delegate) any Secured Party or separately, 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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, such power and authority as contemplated by and in accordance with may be necessary for the effectual operation of the provisions hereof and specified in the instrument of appointment. Debtor acknowledges that (i) the rights and responsibilities of the Collateral Agent under this Agreement or arising out of this Agreement shall, as between the Collateral Agent and the Security Documents Secured Parties, be governed by the matters as among the Secured Parties and acknowledge the Collateral Agent to which Debtor shall not be a third party or other beneficiary; and agree that any such action by any (ii) as between the Collateral Agent and Debtor, the Collateral Agent shall bind be conclusively presumed to be acting as agent for itself and the LendersSecured Parties with full and valid authority so to act or refrain from acting. Each Lender Debtor shall irrevocably appoint Collateral Agent as its attorney-in-fact and agrees that it Collateral Agent may perform (but Collateral Agent shall not take be obligated to and shall incur no liability to Debtor or institute any actions or proceedingsthird party for failure so to do) any act which Debtor is obligated by this Security Agreement to perform, judicial or otherwise, for any right or remedy and to exercise such rights and powers as Debtor might exercise with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCollateral.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.5 for purposes of holding or 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, shall be entitled to the benefits of all provisions of this Section 10 9 and Section 1110, 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, for any right or remedy with respect to any Collateral against any anythe Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any anythe Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. (i) The Administrative Agent Senior Secured Holders shall also act as designate a collateral agent with respect to the “collateral agent” under the Loan DocumentsCollateral. Kensington Clene 2021, LLC is hereby designated and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes Senior Secured Holders as the initial collateral agent as of holding or enforcing any Lien on the date of this Agreement. The Company acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Senior Secured Holders, be governed by this Section 1.4(g), but, as between the Collateral Agent and the Company, the Collateral Agent shall be conclusively presumed to be acting as agent for the Senior Secured Holders with full and valid authority so to act or refrain from acting, and the Company shall be under no obligation or entitlement to make any inquiry respecting such authority. (or any portion thereofii) granted under Each Senior Secured Holder understands and acknowledges that the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Senior Secured Holders upon an Event of Default may only be exercised by the Collateral Agent, 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 foregoingimmediately preceding sentence, the Lenders Collateral Agent shall have the sole and exclusive right and authority (to the exclusion of the other Senior Secured Holders), and is hereby expressly authorize authorized, to (A) file and prove claims and file other documents necessary or desirable to allow the Administrative Agent claims of the Senior Secured Holders with respect to any Obligation in any bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on its behalf and/or in its own name of such person), (including under any parallel debtB) to execute any act as collateral agent for each Senior Secured Holder for purposes of the perfection of all liens created by this Agreement and all documents other purposes stated herein, (including releasesC) manage, supervise and otherwise deal with the Collateral, (D) take such other action as is necessary or desirable to maintain the perfection and priority of the liens created or purported to be created by this Agreement, and (E) exercise all remedies given to the Collateral Agent and the other Senior Secured Holders with respect to the Collateral, whether under this Agreement, the Senior Notes, applicable requirements of law or otherwise. (iii) Under this Agreement and the Senior Notes, the Collateral Agent (A) is acting solely on behalf of the Senior Secured Holders, with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Collateral Agent”, the terms “agent” and “collateral agent” and similar terms in this Agreement or the Senior Notes to refer to the Collateral Agent, which terms are used for title purposes only, (B) is not assuming any obligation under this Agreement or the Senior Notes other than as expressly set forth herein or any role as agent, fiduciary or trustee of or for any Senior Secured Holder or any other person, and (C) shall have no implied functions, responsibilities, duties, obligations or other liabilities under this Agreement or the Senior Notes, and each Senior Secured Holder hereby waives and agrees not to assert any claim against the Collateral Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (A) through (C) above. (iv) The Collateral Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take under this Agreement, the Senior Notes or pursuant to instructions from the Senior Secured Holders. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral and shall not impose any duty upon the rights Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it receives as a result of the Secured Parties exercise of such powers, and neither it nor any persons acting on behalf of the Collateral Agent in accordance with this Section 1.4(g) shall be responsible to the Company for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. In addition, the Collateral Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such person has been selected by the Collateral Agent in good faith. (v) The Collateral Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect theretoto, this Agreement or the Senior Notes by or through any trustee, co-agent, employee, attorney-in-fact and any other person (including any Senior Secured Holder). Any such person shall benefit from this Section 1.4(g) to the extent provided by the Collateral Agent. (vi) The Collateral Agent may, without incurring any liability hereunder, (A) treat the payee of any Senior Note as contemplated by and its holder until the Collateral Agent has received written notice from the holder of such Senior Note that such note has been assigned in accordance with the provisions terms of such Senior Note, (B) consult with any advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, the Company), and (C) rely and act upon any document and information (including those transmitted by electronic transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties. (vii) None of the Collateral Agent nor any persons acting on behalf of the Collateral Agent in accordance with this Section 1.4(g) shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or the Senior Notes, and the Company and each Senior Secured Holder hereby waive and shall not assert any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of the Collateral Agent or, as the case may be, such other persons (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. (viii) Each Senior Secured Holder agrees to reimburse the Collateral Agent and each person acting on behalf of the Collateral Agent in accordance with this Section 1.4(g) (to the extent not reimbursed by the Company) promptly upon demand, severally and ratably, of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and taxes paid in the name of, or on behalf of, the Company) that may be reasonably incurred by the Collateral Agent or any of such persons acting on behalf of the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the LendersSenior Notes. Each Lender Senior Secured Holder further agrees to indemnify the Collateral Agent and each person acting on behalf of the Collateral Agent in accordance with this Section 1.4(g) (to the extent not reimbursed by the Company), severally and ratably, from and against liabilities (including taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to on or for the account of any Senior Secured Holder) that it shall not take may be imposed on, incurred by or institute asserted against the Collateral Agent or any actions of such persons acting on behalf of the Collateral Agent in any matter relating to or proceedingsarising out of, judicial in connection with or otherwiseas a result of this Agreement, for any right or remedy with respect to any Collateral against any Borrower the Senior Notes or any other Loan Party act, event or transaction related, contemplated in or attendant to any other obligor under any of the Loan Documentssuch document, Specified Swap Agreements or any Specified Cash Management Agreement (includingor, in each case, any action taken or omitted to be taken by the exercise Collateral Agent or any of any right such persons acting on behalf of setoff, rights on account of any banker’s lien the Collateral Agent under or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any of the foregoing; provided, however, that no Senior Secured Holder shall be liable to the Collateral Agent or any of such persons acting on behalf of the Collateral Agent to the extent such liability has resulted primarily from the gross negligence or willful misconduct of the Collateral Agent or, as the case may be, such other person acting on behalf of the Collateral Agent, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. (ix) No Senior Secured Holder nor the Collateral Agent shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Borrower Collateral upon the request of the Company or any other Loan Party, without person or to take any other action whatsoever with regard to any Collateral. The powers conferred on the prior written consent Collateral Agent hereunder shall not impose any duty upon any other Senior Secured Holder to exercise any such powers. The other Senior Secured Holders shall be accountable only for amounts that they actually receive as a result of the Administrative Agent. In exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to the event Company for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (x) Each Senior Secured Holder authorizes the Collateral Agent to execute, on such Senior Secured Holder’s behalf, a foreclosure release of such Senior Secured Holder’s security interest in the Collateral if (A) the Company has performed and/or satisfied all of the Obligations owed to such Senior Secured Holder, (B) if the Senior Secured Holders otherwise agree to the release of the Senior Secured Holders’ security interest in the Collateral or (C) the Senior Notes have converted in accordance with their terms. (xi) The Collateral Agent may at any time request instructions from the Senior Secured Holders with respect to any actions or approvals which, by the Administrative terms of this Agreement, the Collateral Agent on is permitted or required to take or to grant. If such instructions are requested, the Collateral Agent shall be absolutely entitled to refrain from taking any action and withhold any approval and shall not be under any liability whatsoever to any person for refraining from taking any action or withholding any approval under this Agreement, until it shall have received such instructions from the Senior Secured Holders. A Senior Secured Holder shall not have any right of action whatsoever against the Collateral Agent as a result of the Collateral pursuant Agent’s acting or refraining from acting hereunder in accordance with instructions of the Senior Secured Holders. (xii) The Collateral Agent may resign at any time by giving written notice thereof to the Senior Secured Holders and the Company and may be removed at any time for cause by the Required Holders. Except as provided above, upon any such resignation or removal, the Required Holders shall have the right to appoint a public successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Holders, and shall have accepted such appointment, within thirty (30) days after the retiring Collateral Agent’s giving of notice of resignation or private sale or the Required Holders’ removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Senior Secured Holders, appoint a sale successor Collateral Agent. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon 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 as the Collateral Agent under this Agreement. After any resignation of the Collateral pursuant to Section 363 of Agent or removal hereunder as the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Collateral Agent, the Administrative Agent or any Lender may be the purchaser provisions of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writingthis Section 1.4(g) shall inure to its benefit as to any actions taken or omitted to be entitled, with 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 taken by it while it was the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleunder this Agreement.

Collateral Agent. The Administrative 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 (including the LVSC Notes Secured Parties who, by accepting the benefits of the security interest granted hereunder, are deemed to have appointed the Collateral Agent as their agent for purposes of the grant of the security interests provided hereunder which secure the LVSC Note Obligations). The Collateral Agent shall also act as be obligated, and shall have the “collateral agent” 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 Loan DocumentsCredit 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 respect to any Hedging Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses 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, 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 Secured Parties 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 Lenders, the LVSC Notes Trustee and the Grantors, and each 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 such notice of resignation or any such removal, Requisite Lenders shall have the Lenders right, upon five (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider5) and the Issuing Lenders hereby irrevocably appoints and authorizes Business Days’ notice to the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power Grantors, to appoint a successor Collateral Agent which must be acceptable to Grantors (unless an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to substitute and to delegate) on its behalfbecome vested with all the rights, or in its own name as joint powers, privileges 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 duties of the Loan Parties retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to secure any such successor Collateral Agent all sums and other items of the ObligationsCollateral 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 powers successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and discretion take such other actions, as are reasonably incidental theretomay 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. In this connection, After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Administrative Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 inure to its benefit as to any actions taken or proceedings, judicial or otherwise, for omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder. The Collateral Agent (including any right or remedy with respect to any successor Collateral against any Borrower or any other Loan Party or any other obligor Agent) shall enjoy the benefits afforded it under any Section 9.6 of the Loan DocumentsCredit Agreement, Specified Swap Agreements or any Specified Cash Management Agreement (includingit being understood that the indemnification provided thereunder shall come from the Lenders based on their Pro Rata Share as set forth therein, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help)and that no indemnification shall be sought from, or institute required by, any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleLVSC Notes Secured Parties.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Providera) and the Issuing Lenders Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Secured Party to act as collateral agent (the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate“Collateral Agent”) on its behalfbehalf under this Agreement and to enter into each of the instruments, documents and agreements, including any pledge agreement, guaranty, financing statements, mortgage, Account Control Agreement or any other Security Documents (the “Financing Documents”), to which Secured Party is a party (including in its own name capacity as joint Collateral Agent) on such Lender’s behalf and several creditor to take such actions as Collateral Agent on such Lender’s behalf and to exercise such powers under the Financing Documents as are delegated to Collateral Agent or creditor of a parallel debt Secured Party (as applicable) by 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 Obligationsterms thereof, together with all such powers and discretion as are reasonably incidental thereto. In Secured Party is authorized and empowered to amend, modify, or waive any provisions of this connectionAgreement or the other Financing Documents on behalf of the Funds. (b) Whether or not the transactions contemplated hereby shall be consummated, upon demand therefor the Administrative AgentLenders shall indemnify the Collateral Agent (to the extent not reimbursed by or on behalf of the Debtors and without limiting the obligation of the Debtors to do so), as “collateral agent” ratably from and against any co-agentsand all liabilities, sub-agents obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 disbursements of any kind whatsoever, including, for purposes of holding clarification, all Taxes, which may at any time (including at any time following the repayment of the Loans and the termination or enforcing any Lien on 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 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 of the foregoing; provided, however, that no Lender shall be liable for the payment to the Collateral Agent of any portion thereofof 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, each Lender shall reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney costs) granted under incurred by the Security DocumentsCollateral Agent in connection with the 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 Transaction Document, or any document contemplated hereby or referred to herein to the extent that the Collateral Agent is not reimbursed for exercising any rights and remedies thereunder at the direction such expenses by or on behalf of the Administrative Agent, 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 theretoDebtors. 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 any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender 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) such Lender 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 the Lenders hereby expressly authorize in this Section 5.12(b) shall survive the Administrative payment of all Liabilities hereunder. (c) The Collateral Agent on its behalf shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Triggering Event or any event that with the giving of notice or passage of time would constitute an Event of Default or a Triggering Event unless the Collateral Agent shall have received written notice from a Lender or a Debtor, describing such Event of Default or Triggering Event or event that with the giving of notice or passage of time would constitute an Event of Default or a Triggering Event and stating that such notice is a “notice of default”. In the event that the Collateral Agent receives such a notice, the Collateral Agent shall promptly give notice thereof to the Lenders. Upon the occurrence and continuance of an Event of Default, a Triggering Event, or an event that with the giving of notice or passage of time would constitute an Event of Default or a Triggering Event, the Collateral Agent shall take such action under this Agreement and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) other Transaction Documents with respect to such Event of Default or Triggering Event or event that with the giving of notice or passage of time would constitute an Event of Default or a Triggering Event as Collateral and Agent shall be directed by the rights of the Secured Parties with respect thereto, as contemplated by and Requisite Lenders in accordance with the provisions terms of this Agreement the Transaction Documents, provided that unless and until the Security Documents and acknowledge and agree that any such action by any Collateral Agent shall bind 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 of such Event of Default or Triggering Event or event that with the giving of notice or passage of time would constitute an Event of Default or a Triggering Event as the Collateral Agent shall deem advisable in the best interests of the Lenders. Each Lender agrees that it In taking such action or refraining from taking such action without specific direction from the Lenders, the Collateral Agent shall not take use the same degree of care and skill as a prudent person would exercise or institute use under the circumstances in the conduct of such person’s own affairs. (d) Nothing in this Section 5.12 shall be deemed to limit or otherwise affect the rights of Lenders to exercise any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower provided in this Agreement or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleTransaction Document.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each (a) If an Event of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) Default occurs and the Issuing Lenders hereby irrevocably appoints and authorizes Collateral Agent gives notice to the Administrative Agent to act as Company that 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 connectionTransaction Security is enforceable, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Collateral Agent pursuant to Section 10.5 for purposes of holding or 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, shall be entitled to take all such steps as it sees fit to collect the benefits total amount outstanding under the Secured Obligations and to realize, at the Company’s expense, any of the Security Interests created under this Agreement by any means allowed by Applicable Law including, without limitation: (i) exercising any of the rights, remedies and powers available to it under Applicable Law (including under Article VIII (Events of Default and Remedies) of the Credit Agreement); and (ii) appointing or applying to the competent court for appointment of a Receiver (as set out in Clause 11.2 (Receiver)). (b) To the extent permitted by Applicable Law, all provisions or any of the powers, authorities and discretions which are conferred by this Agreement upon a Receiver may be exercised by the Collateral Agent following an Event of Default without first appointing a Receiver or notwithstanding the appointment of a Receiver. Without derogating from the above, following an Event of Default the Collateral Agent shall be entitled to exercise any right charged or pledged hereunder in the same manner in which the Company is entitled to exercise such right in accordance with the terms of Section 10 20 of the Pledges Law. (c) Subject to Applicable Law and Section 11without derogating from subclauses (a) and (b) above, the Collateral Agent shall be entitled, in any proceedings concerning the bankruptcy, liquidation, winding up or receivership (or similar proceedings) of the Company, to: (i) demand, claim, collect and enforce and prove the Secured Obligations and give acquittal thereunder; (ii) file any claims and proofs, give receipts and take all such proceedings and do all such things as though such co-agentsthe Collateral Agent sees fit to recover the Secured Obligations; and (iii) receive all distributions on and payments with respect to the Secured Obligations. (d) The Company irrevocably makes, sub-agents constitutes and attorneysappoints the Collateral Agent (and its designees) as the Company’s true and lawful agent (and attorney-in-fact were fact) for the “collateral agent” purpose, upon the occurrence and during the continuation of an Event of Default and written notice to the Company of its intent to exercise its remedies under Article VIII (Events of Default and Remedies) of the Loan Documents as if set forth Credit Agreement, of making, settling and adjusting claims in full herein respect of the Security Assets under policies of insurance, endorsing the name of the Company on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. Without limiting All sums disbursed by the generality of Collateral Agent in connection with this paragraph, including reasonable out-of-pocket attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable reasonably promptly upon demand by the Company to the Collateral Agent and shall be additional Obligations secured by this Agreement. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, all insurance payments, proceeds of insurance and any awards arising from condemnation of any Security Assets received by the Lenders hereby expressly authorize Collateral Agent in connection with any loss, damage or destruction of any Security Assets shall be transferred to the Administrative Company. (e) The Collateral Agent on its behalf and/or shall have all powers that it may, in its own name (including under any parallel debt) full discretion, determine to execute any and all documents (including releases) with respect be desirable or necessary to preserve the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement Security Assets and the Security Documents Interests created hereby and acknowledge and agree that any to take all 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, steps for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or purpose 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCompany’s expense.

Collateral Agent. (a) The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien conferred on the Collateral (or Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any portion thereof) granted under duty upon it to exercise any such powers. Except for the Security Documentssafe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, or for exercising the Collateral Agent shall have no duty as to any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11Collateral, 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) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property. (b) Anything contained herein to the contrary notwithstanding, the Collateral and Agent may from time to time, when the rights Collateral Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Collateral Agent hereunder with respect to all or any part of the Secured Parties with respect thereto, as contemplated by and in accordance Collateral with the provisions consent of this Agreement and the Security Documents and acknowledge and agree Borrower (not be unreasonably withheld or delayed). In the event that the Collateral Agent so appoints 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, for any right or remedy Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral against any Borrower or any other Loan Party or any other obligor under any and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Collateral Agent, for the ratable benefit of the Loan DocumentsSecured Parties, Specified Swap Agreements or any Specified Cash Management Agreement as security for the Secured Obligations of such Grantor, (includingii) such Subagent shall automatically be vested, in each caseaddition to the Collateral Agent, with all rights, powers, privileges, interests and remedies of the exercise Collateral Agent hereunder with respect to such Collateral, and (iii) the term “Collateral Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Collateral Agent with respect to such Collateral, shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, action with respect to any such Collateral of any Borrower or any other Loan Party, without unless and except to the prior written consent of the Administrative Agent. In the event of a foreclosure extent expressly authorized in writing by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The Administrative Agent shall also act (a) Each Purchaser hereby (a) irrevocably appoints the Lead Investor as the “collateral agent” agent hereunder and under the Loan Security Documents (in such capacity, the “Collateral Agent”), and (b) authorizes and empowers the Collateral Agent to perform its duties as Collateral Agent as set forth in this Agreement and the Security Documents, together with such actions and each of the Lenders (including in its capacities powers as a potential Qualified Counterparty are reasonably incidental thereto and a potential Cash Management Provider) to act with respect to all Collateral under this Agreement and the Issuing Lenders hereby irrevocably appoints and 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 behalfSecurity Documents, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) including for purposes of acquiring, holding and enforcing any and all Liens liens on Collateral granted by any of the Loan Parties Company to secure any of the Obligationsall present and future indebtedness, together obligations, and liabilities of the Company and its Subsidiaries to the Collateral Agent and the Purchasers arising under or in connection with such powers and discretion as are reasonably incidental thereto. In this connectionAgreement, the Administrative AgentNotes or any other Transaction Document, as whether or not the right of payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured, unsecured (the “collateral agent” Obligations”). The Collateral Agent shall not have, by reason hereof or pursuant to any Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Collateral Agent nor any of its Affiliates nor its or its Affiliates’ direct and any co-indirect equityholders, partners, officers, directors, employees and agents, subconsultants, trustees, administrators, managers, advisors and representatives (collectively, “Related Parties”) shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or the Security Documents except to the extent caused by its own gross negligence or willful misconduct as determined by a final non-agents appealable judgment of a court of competent jurisdiction, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its Related Parties (collectively, the “Collateral Agent Indemnitees“) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys-in-fact appointed ’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the Administrative performance by such Collateral Agent Indemnitee of the duties and obligations of Collateral Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (hereto or any portion thereof) granted under of the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, . (b) 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 in good faith to be genuine and correct and to have been signed, sent or made by the benefits proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it. (c) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the Notes and the Security Documents at any time by giving at least ten (10) Business Days prior written notice to the Company and each holder of the 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 Required Holders shall appoint a successor Collateral Agent. Upon the acceptance of the appointment as 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 Notes, the Security Agreement and the other Security Documents. After any Collateral Agent’s resignation hereunder, the provisions of this Section 10 and Section 114.19 shall inure to its benefit. If a successor Collateral Agent shall not have been so appointed within said ten (10) Business Day period, the retiring Collateral Agent shall then appoint a successor Collateral Agent who shall serve until such time, if any, as though the Required Holders appoints a successor Collateral Agent as provided above. (d) The Company hereby covenants and agrees to take all actions as promptly as practicable reasonably requested by either the Required Holders or the Collateral Agent (or its successor), from time to time pursuant to the terms of this Section 4.19, to secure a successor Collateral Agent satisfactory to such co-agentsrequesting part(y)(ies), sub-agents in their sole discretion, including, without limitation, by paying all fees of such successor Collateral Agent, by having the Company agree to indemnify any successor Collateral Agent and attorneys-in-fact were by each of the “Company executing a collateral agent” under agency agreement or similar agreement and/or any amendment to the Loan Security Documents as if set forth reasonably requested or required by the successor Collateral Agent. (e) The Purchasers hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any lien granted to or held by the Collateral Agent upon any Collateral (A) upon the payment 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 Obligations in accordance with the provisions terms hereof; (B) constituting property being sold or disposed of in the ordinary course of the Company’s business or otherwise in compliance with the terms of this Agreement Agreement, the Notes and the Security Documents Documents; or (C) if approved, authorized or ratified in writing by the Required Holders in accordance with this Agreement, the Notes and acknowledge the Security Documents. Upon request by the Collateral Agent at any time, such holders of the Notes will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section. (f) Without in any manner limiting the Collateral Agent’s authority to act without any specific or further authorization or consent by the Purchasers as set forth herein, each Purchaser agrees to confirm in writing, upon request by the Collateral Agent, the authority to release Collateral conferred upon the Collateral Agent clause (e) above. Upon receipt by the Collateral Agent of confirmation from such holders of its authority to release any particular item or types of Collateral, and agree upon prior written request by the Company, the Collateral Agent shall (and is hereby irrevocably authorized by the Purchasers to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of the Purchasers upon such Collateral; provided, however, that (A) the Collateral Agent shall not be required to execute any such action by document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any Agent shall bind obligations or entail any consequence other than the Lenders. Each Lender agrees that it release of such Liens without recourse or warranty and (B) such release shall not take in any manner discharge, affect or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower impair the Obligations or any other Loan Party lien upon (or any other obligor under obligations of the Company in respect of) all interests in the Collateral retained by the Collateral Agent. (g) Anything contained in any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each caseTransaction Documents to the contrary notwithstanding, the exercise of Company, the Collateral Agent and each Purchaser hereby agree that (A) no Purchaser shall have any right individually to realize upon any of setoffthe Collateral under any Transaction Document, it being understood and agreed that all powers, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any and remedies under the Transaction Documents may be exercised solely by the Collateral of any Borrower or any other Loan Party, without Agent for the prior written consent benefit of the Administrative Agent. In Purchasers in accordance with the terms thereof, (B) in the event of a foreclosure by the Administrative Collateral Agent on any of the Collateral pursuant to a public or private sale or a sale of any of sale, the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender Purchaser may be the purchaser of any or all of such Collateral at any such sale and (C) the Administrative Collateral Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) Purchasers, shall be entitled, with the consent entitled (either directly or at the direction of the Required Lenders, through one or more acquisition vehicles) for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral to be sold (w) at any such public or private sale, (x) at any sale conducted by the Collateral Agent under the provisions of the Uniform Commercial Code (including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code), (y) at any sale or foreclosure conducted by the Collateral Agent (whether by judicial action or otherwise) in accordance with applicable law or (z) at any sale conducted pursuant to the provisions of any debtor relief law (including Section 363 of the Bankruptcy Code), to use and apply all or any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Collateral Agent at such sale. (h) The Collateral Agent shall have no obligation whatsoever to any Purchaser to assure that the Collateral exists or is owned by the Company or any of its Subsidiaries or is cared for, protected or insured or has been encumbered or that the lien granted to the Collateral Agent pursuant to this Agreement or any other Transaction Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, 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 in this Section or in any other Transaction 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 sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Purchasers and that the Collateral Agent shall have no duty or liability whatsoever to any other Purchaser, except as otherwise provided herein. (i) The Collateral Agent and each Purchaser hereby appoints each other as agent and bailee for the purpose of perfecting the security interests in and liens upon the Collateral in assets which, in accordance with Article 9 of the Uniform Commercial Code, can be perfected only by possession or control (or where the security interest of a secured party with possession or control has priority over the security interest of another secured party) and the Collateral Agent and each Purchaser hereby acknowledges that it holds possession of or otherwise controls any such Collateral for the benefit of the Collateral Agent and the Purchasers as secured party. Should any Purchaser obtain possession or control of any such Collateral, such Purchaser shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions. In addition, the Collateral Agent shall also have the power and authority hereunder to appoint such other sub-agents as may be necessary or required under applicable state law or otherwise to perform its duties and enforce its rights with respect to the Collateral and under the Security Documents. The Company by its execution and delivery of this Agreement hereby consents to the foregoing.

Collateral Agent. (a) The Administrative Agent shall also act Secured Party is hereby designated as the “collateral agent” agent under this Agreement, the Loan Security Documents and the Note Documents, and each the Holders irrevocably authorize the Secured Party to take such action on their behalf under the provisions of this Agreement, the Security Documents and the other Note Documents, and to exercise such powers and perform such duties as are expressly delegated to the Secured Party by the terms of this Agreement and the other Note Documents, and consents and agrees to the terms of the Lenders (including each Note Document, as the same may be in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and 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 Issuing Lenders hereby irrevocably appoints and authorizes benefits of this Agreement, agrees to the Administrative Agent appointment of the Secured Party pursuant to this Section 6.12. The Secured Party agrees to act as such on 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 express conditions contained 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 this Section 6.12. The Holders agree that 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 any co-agents, sub-agents and attorneys-in-fact appointed action taken by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 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 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 acknowledge 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 agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and agree that is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Secured Party may perform any such action of its duties under this Agreement or the other the Note Documents, by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions through receivers, agents, employees, attorneys-in-fact or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against 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 Borrower 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 it selects as long as such selection was made in good faith and with due care. (c) The Secured Party shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, order, letter, telegram, facsimile, certification, telephone message, statement, or other Loan 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 any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other obligor 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 request, direction, instruction or consent of the Holders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. (d) The Secured Party shall not be deemed to have knowledge or notice of the occurrence of any default or Event 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 shall appoint a successor collateral agent. If no successor collateral agent is appointed pursuant to the preceding sentence within ten (10) 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, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring 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 Loan Documents, Specified Swap Agreements 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 Specified Cash Management Agreement (including, in each case, part thereof. The 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 right of setoffits officers, rights directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. (g) The Secured Party is authorized and directed to (i) enter into the Security Documents to which it is party, whether executed on account or after the Closing, (ii) bind the Holders on the terms as set forth in the Security Documents and the other Note Documents, and (iii) perform and observe its obligations under the Security Documents and the other Note Documents. (h) The Secured Party shall have no obligation whatsoever to assure that the Collateral 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 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, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Secured Party pursuant to this Agreement, any Security Document or the other Note Documents. (i) 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 banker’s lien of its duties hereunder or similar claim 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 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 a result of the presence at, or release on or from, the Collateral 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 longer reasonably deems any indemnity, security or undertaking to be sufficient. (j) The Secured Party (i) shall not be liable for any action taken or omitted to be taken by it in connection with this Agreement, any Security Document, the other Note Documents, or any instrument referred to herein or therein, 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 liable 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, 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 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 rights 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 self-helpthe 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 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 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 institute 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 proceedingsthereto. 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 commence constitute any remedial procedures, with respect to any Collateral participation in the management of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agentsuch 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 a foreclosure by any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the Administrative Agent on any benefit of another, which in either of the Collateral pursuant 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 public court-appointed receiver. The Secured Party shall not be liable to the Pledgor, the Grantors, or private sale any other Person for any environmental claims or a sale of contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral pursuant Secured Party’s actions and conduct as authorized, empowered and directed hereunder or relating to Section 363 the discharge, release or threatened release of hazardous materials into the environment. (n) Subject to the provisions of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)applicable Security Documents and the other Note Documents, the Administrative Agent or any Lender may be Secured Party shall execute and deliver this Agreement, the purchaser of any or all of such Collateral at any such sale Security Documents and the Administrative Agentother Note Documents to which it is a party and all agreements, as agent for documents and representative of the Lenders (but not any Lender or Lenders instruments incidental thereto, and act in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, accordance with the consent terms thereof. For the avoidance of doubt, the Secured Party shall have no discretion under this Agreement, the Security Documents or at 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 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture, the Security Documents and the Issuing Lenders Intercreditor Agreements and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as take such action on its behalf under the agent provisions of such Lender this Indenture, the Security Documents and the Issuing Lenders (with the full power to appoint Intercreditor Agreements and to substitute exercise such powers and perform such duties as are expressly delegated to delegate) on its behalfthe Collateral Agent by the terms of this Indenture, or in its own name as joint the Security Documents 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 ObligationsIntercreditor Agreements, together with such powers and discretion as are reasonably incidental thereto. In this connection, and consents and agrees to the Administrative Agentterms of the Intercreditor Agreements and each Security Document, as “collateral agent” and any co-agentsthe same may be in effect or may be amended, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant restated, supplemented or otherwise modified from time to Section 10.5 for purposes of holding or 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, 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 time in accordance with their respective terms. In acting under this Indenture, the provisions of this Agreement Security Documents or any Intercreditor Agreement, the Collateral Agent shall have all the same rights, privileges, indemnities and immunities provided hereunder and in the Security Documents and acknowledge shall have all the same rights, privileges, indemnities and agree that any such action by any immunities as the Trustee set forth in Article 7 of this Indenture to the extent not otherwise expressly set forth herein. For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Collateral Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedingshereunder, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each casewithout limitation, its right to be indemnified prior to taking action, shall survive the exercise satisfaction, discharge or termination of any right of setoffthis Indenture or its earlier termination, rights on account of any banker’s lien resignation or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any removal of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, in such capacity. The Collateral Agent agrees to act as agent for and representative of such on the Lenders (but not any Lender or Lenders express conditions contained in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salethis Section 12.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture, the Security Documents and the Issuing Lenders Intercreditor Agreement and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes the Administrative 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 same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Agent agrees to act as such on the agent express conditions contained in this Section 12.9. The provisions of such Lender this Section 12.9 are solely for the benefit of the Collateral Agent and none of the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalfTrustee, 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 Holders nor any of the Obligations, together Grantors 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. Each Holder agrees that any action taken by the Collateral Agent in accordance with such powers and discretion as are reasonably incidental thereto. In the provision of this connectionIndenture, the Administrative Agent, as “collateral agent” Intercreditor Agreement and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising and the exercise by the Collateral Agent of any rights or remedies set forth herein and remedies thereunder at therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the direction contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Administrative Agent, Collateral Agent shall be entitled to ministerial and administrative in nature, and the benefits of all provisions of this Section 10 and Section 11Collateral Agent shall not have any duties or responsibilities, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if except those expressly set forth herein and in full herein 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 respect theretothe 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 foregoingforegoing sentence, the Lenders use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent may perform any of its duties under this Indenture, 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 it selects as long as such selection was made in good faith. (c) None of the Collateral Agent or any of its respective Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby expressly authorize the Administrative Agent on its behalf and/or in (except for its own name 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 the 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 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 this Indenture, the Security Documents or the Intercreditor Agreement, or for any failure of any Grantor or any other party to this Indenture, the Security Documents or the Intercreditor Agreement to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its respective Related Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Security Documents or the Intercreditor Agreement or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the 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 any parallel debt) 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 execute its satisfaction by the Holders against any and all documents liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Security Documents or the Intercreditor Agreement in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. (including releasese) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Trust Officer of the Collateral Agent shall have received written notice from the Trustee or 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 Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and 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 may resign at any time by notice to the Trustee and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Collateral Agent 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 Agreement Section 12.9 (and Section 7.7) shall continue to inure to its benefit and the Security Documents and acknowledge and agree that any such action by any retiring Collateral Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute by reason of such resignation be deemed to be released from liability as to any actions taken or proceedings, judicial or otherwise, for any right or remedy with respect omitted to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure be taken by the Administrative Agent on any of it while it was the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleunder this Indenture.

Collateral Agent. The Administrative Each Lender hereby further authorizes Collateral Agent to enter into the Collateral Documents 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 also act as the “collateral agent” under the Loan Documentsnot enter into or consent to any amendment, and each modification, termination or waiver of the Lenders (including any provision contained in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (Documents without the prior consent of Requisite Lenders; provided further, that anything in this Agreement or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled other Loan Documents to the benefits contrary notwithstanding: (i) The Collateral Agent is authorized on behalf of all provisions Lenders, without the necessity 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) notice 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 or further consent from the Lenders. Each Lender agrees that it shall not , from time to time to take or institute any actions or proceedings, judicial or otherwise, for any right or remedy action with respect to any Collateral against or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (ii) The Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the 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 other Loan Party Subsidiary of Borrower owned no interest at the time the Lien was granted or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and time thereafter; (d) consisting of an instrument evidencing Indebtedness if the Administrative AgentIndebtedness evidenced thereby has been paid in full; or (e) if otherwise approved, as agent for and representative of the Lenders (but not any Lender authorized or Lenders ratified in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required writing by Requisite 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, subject to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleSubsection 10.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent benefits hereof, the other Secured Parties. 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 such Lender Collateral), solely in accordance with this Agreement, the Credit Agreement and the Issuing Lenders (Intercreditor Agreement, to the extent then in effect; provided, Collateral Agent 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 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 instructions of the holders of a parallel debt majority of the aggregate notional amount (as or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the case may beamount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) for purposes under such Hedge Agreement) under all Hedge Agreements. In furtherance of acquiringthe foregoing provisions of this Section, holding and enforcing any and all Liens on Collateral granted each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Loan Parties Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by Collateral Agent for the benefit of Lenders and Lender Counterparties in accordance with the terms of this Section and the Intercreditor Agreement, to secure the extent then in effect. Collateral Agent may 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 such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days' notice to Collateral Agent, following receipt of Company's consent (which shall not be unreasonable withheld or delayed and which shall not be required while an Event of Default exists), to appoint a successor Collateral Agent. Upon the acceptance of any 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 the Obligationsretiring 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 powers successor Collateral Agent such amendments to financing statements, and discretion take such other actions, as are reasonably incidental theretomay 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. In this connection, the Administrative After any retiring or removed Collateral Agent's resignation or removal hereunder as Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 inure to its benefit as to any actions taken or proceedings, judicial or otherwise, for any right or remedy with respect omitted to any be taken by it under this Agreement while it was Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salehereunder.

Collateral Agent. The Administrative Agent shall also act (1) Each of the Holders by acceptance of the Notes hereby irrevocably appoints ▇▇▇▇▇ Fargo Bank, National Association as the “collateral agent” 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 Loan Documents, Security Documents and each of the Lenders (including in Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) behalf under the provisions of this Indenture and the Issuing Lenders hereby irrevocably appoints Security Documents and authorizes to exercise such powers and perform such duties as are expressly delegated to the Administrative Collateral Agent to act as by the agent terms of such Lender this Indenture 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 ObligationsSecurity Documents, together with such powers and discretion as are reasonably incidental thereto. In this connectionThe Trustee and the Collateral Agent each is authorized and directed by the Holders, and the Administrative 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” 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 any co-agentswill be entitled to enforce, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien 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) to act upon directions purported to be delivered to it by any Person; (b) to foreclose upon or otherwise enforce any portion thereofLien; or (c) granted under to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or for exercising any rights and remedies thereunder at the direction Collateral. A resignation or removal of the Administrative Agent, shall be entitled Collateral Agent and appointment of a successor Collateral Agent will become effective pursuant 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 terms 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) above with respect to the Collateral resignation or removal of the Trustee 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event appointment of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salesuccessor Trustee.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture and the Issuing Lenders Security Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as take such action on its behalf under the agent provisions of such Lender this Indenture and the Issuing Lenders (with the full power to appoint Security Documents and to substitute exercise such powers and perform such duties as are expressly delegated to delegate) on its behalf, or in its own name as joint the Collateral Agent by the terms of this Indenture 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 ObligationsSecurity Documents, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, The Collateral Agent agrees to act as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien such on the express conditions contained in this Section 13.11. The provisions of this Section 13.11 are solely for the benefit of the Collateral (Agent and none of the Trustee, any of the Holders nor the Issuer or any portion thereof) granted under of the Subsidiary Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 13.3. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Security Documents, the Collateral Agent shall not have any duties or for exercising responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any rights fiduciary relationship with the Trustee, any Holder or the Issuer or any Subsidiary Guarantor, and remedies thereunder at the direction of the Administrative Agentno implied covenants, functions, responsibilities, duties, obligations or liabilities shall be entitled to read into this Indenture and the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were Security Documents or otherwise exist against the “collateral agent” under the Loan Documents as if set forth in full herein with respect theretoCollateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders 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 Collateral Agent is expressly entitled to take or assert under this Indenture and the Security Documents, including the exercise of remedies 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 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 it selects as long as such selection was made with due care. (c) None of the Collateral Agent or any of its agents or employees shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby expressly authorize the Administrative Agent on its behalf and/or in (except for its own name gross negligence or willful misconduct) or under or in connection with the any Security Document or the transactions contemplated thereby (including except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to the Trustee or any Holder or any other Person for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Subsidiary 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 this or any other Indenture or the Security Documents, or for any failure of the Issuer or any Subsidiary Guarantor or any other party to this Indenture or the Security Documents to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its agents or employees shall be under any parallel debtobligation to the Trustee or any Holder or any other Person 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 Security Documents or to inspect the properties, books or records of the Issuer or any Subsidiary Guarantor. (d) The Collateral Agent shall be entitled to execute 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 limita- tion, counsel to the Issuer or any Subsidiary Guarantor), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture 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 its satisfaction by the Holders or the applicable authorized representative against any and all documents 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 or any other indenture or the Security Documents in accordance with a request or consent of the Trustee or the applicable authorized representative and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders or any other Person. (including releasese) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or 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 Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and Trustee in accordance with Article VI (subject to this Section 13.11); provided, however, that unless and until the provisions of this Agreement and the Security Documents and acknowledge and agree that Collateral Agent has received any such action by any request, the Collateral Agent shall bind the Lenders. Each Lender agrees that it may (but shall not be obligated to) take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help)such action, or institute any actions or proceedings, or otherwise commence any remedial proceduresrefrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable. (f) The Bank of New York Mellon Trust Company, N.A. and its Affiliates (and any successor Collateral Agent 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 Borrower kind of banking, trust, financial advisory, underwriting, or any other Loan Party, business with the Issuer and the Subsidiary Guarantors as though it was not the Collateral Agent hereunder and without the prior written notice to or consent of the Administrative Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, the Bank of New York Mellon Trust Company, N.A. or its Affiliates (and any successor Collateral Agent and its Affiliates) may receive information regarding the Issuer and the Subsidiary Guarantors (including information that may be subject to confidentiality obligations in favor of the Issuer and the Subsidiary Guarantors) 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 Bank of New York Mellon Trust Company, N.A. (or any successor Collateral Agent) to advance funds. (g) The Collateral Agent may resign at any time upon thirty (30) days prior written notice to the Trustee and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. In If the event of a foreclosure by Collateral Agent resigns under this Indenture, the Administrative Agent on any Trustee, subject to the consent of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code Issuer (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but which shall not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.be

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent 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 (including, without limitation, the release or substitution of such Lender Collateral), solely in accordance with this Agreement and the Issuing Lenders (with Credit Agreement; provided, the Collateral Agent shall, after payment in full power to appoint of all Obligations under the Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided 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 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Fledge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses 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 last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided, that any Fledge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant 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 Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for powers and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding duties and making settlement or payment of the purchase price for all or any portion immunities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. (a) The Administrative Agent shall also act as Pledgor hereby constitutes and appoints the “collateral agent” under Collateral Agent, acting for and on behalf of itself and the Loan Documents, other Secured Parties and each successor or assign of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) Collateral Agent and the Issuing Lenders hereby irrevocably appoints and 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 connectionother Secured Parties, the Administrative Agent, as “collateral agent” true and any co-agents, sub-agents and attorneyslawful attorney-in-fact appointed of the Pledgor, with full power and authority in the place and stead of the Pledgor and in the name of the Pledgor, the Collateral Agent or otherwise, subject to the terms of the Credit Agreement, this Agreement and the requirements of applicable law, to enforce all rights, interests and remedies of the Pledgor with respect to the Collateral, including the right: (i) to ask for, require, demand, ▇▇▇ for, collect, receive and give acquittance for any and all moneys and claims for money due or to become due under or arising out of the Collateral, including any insurance policies; (ii) to elect remedies under the Collateral and to endorse any checks or other instruments or orders in connection therewith; (iii) to vote, demand, receive and enforce the Pledgor’s rights with respect to the Collateral; (iv) to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of the Pledgor or, at the option of the Collateral Agent, in the name of the Collateral Agent, with the same force and effect as the Pledgor could do if this Agreement had not been made; (v) to file any claims or take any action or institute any proceedings in connection therewith which the Collateral Agent may reasonably deem to be necessary or advisable; (vi) to pay, settle or compromise all bills and claims which may be or become Liens or security interests against any or all of the Collateral, or any part thereof, unless a bond or other security satisfactory to the Collateral Agent has been provided; (vii) 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; and (viii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement; provided, however, that (x) the Collateral Agent shall not exercise any of the aforementioned rights unless an Event of Default has occurred and is continuing and has not been waived in accordance with the Secured Obligation Documents and (y) such rights under this power of attorney are exercised to take any action necessary to secure the validity, perfection or priority of the Liens on the Collateral. This power of attorney is a power coupled with an interest and shall be irrevocable until the termination of this Agreement in accordance with the terms hereof and the other Secured Obligation Documents; provided, further, however, that nothing in this Agreement shall prevent the Pledgor from, prior to the exercise by the Administrative Collateral Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on of the aforementioned rights, undertaking the Pledgor’s operations in the ordinary course of business in accordance with the Collateral and the Secured Obligation Documents. (b) 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 any portion thereof) granted under the Security Documents, or for refrain from exercising any rights rights, and remedies thereunder at to take or refrain from taking any action (including, without limitation, the direction release or substitution of Collateral), solely in accordance with this Agreement and the other Secured Obligation Documents. In furtherance of the Administrative Agent, shall be entitled to the benefits of all foregoing provisions of this Section 10 and Section 117.2, as though such co-agentseach Secured Party, 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 by its acceptance of the foregoingbenefits hereof, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under agrees that it shall have no right individually to realize upon any parallel debt) to execute any and all documents (including releases) with respect to 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 rights Collateral Agent for the benefit of the Secured Parties with respect thereto, as contemplated by and in accordance with the terms of this Section 7.2. (c) The provisions of this the Credit Agreement and relating to the Security Documents and acknowledge and agree that any such action by any Collateral Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower (or any other Loan Party agent, employee or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of selfsub-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure agent appointed by the Administrative Collateral Agent on to execute any of the Collateral pursuant Agent’s duties under the Secured Obligation Documents) including, without limitation, the provisions relating to a public resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agentpowers, as agent for duties rights, immunities, limitations of liability and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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 indemnities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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 a Loan Parties Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as “collateral agent” and , to enter into any co-agents, sub-agents and attorneys-in-fact appointed by of the Administrative Agent pursuant to Section 10.5 Loan Documents as secured party for purposes of acquiring, holding or and enforcing any Lien all Liens on the Collateral (or and any portion thereof) granted under other collateral from time to time securing the Security DocumentsObligations), or and as Agent for exercising any and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies thereunder at the direction of the Administrative Agent, 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 may be exercised solely by Agent for the generality benefit of the foregoing, the Lenders hereby expressly authorize the Administrative and 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agentterms thereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)sale, the Administrative either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with entitled (subject to the consent or proviso at the direction end of the Required Lendersthis sentence), 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 public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale; provided however, that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the Required Lenders. Without limiting the generality of the foregoing, Agent is hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with respect to (i) the Collateral and the rights of Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (ii) any other subordination agreement with respect to any Subordinated Debt.

Collateral Agent. (a) The Administrative Agent and each Lender hereby appoints Bank of America as collateral agent (the ‘Collateral Agent’) on its behalf for all purposes of the Pledge Agreement, including without limitation the purpose of holding any Pledged Interest. The Collateral Agent shall also act be entitled to the same rights under and benefits of this Article IX as the “collateral agent” under the Loan DocumentsAdministrative Agent, and each of all references in this Agreement to the Lenders (including in its capacities Administrative Agent as a potential Qualified Counterparty secured party, grantee or recipient of any Pledged Interest or as a party to the Pledge Agreement shall be deemed to refer to the Collateral Agent, and a potential Cash Management Providerall references to the Administrative Agent in connection with any right of indemnification or exculpation or any right to payment of fees, costs or expenses or other Obligations owing to it from time to time, shall be deemed to include (without limitation) the Collateral Agent, except in each case where the context otherwise requires. The Administrative Agent, each Lender and the Issuing Lenders L/C issuer hereby irrevocably appoints authorize the Collateral Agent to enter into the Intercreditor Agreement and authorizes each Lender and the L/C Issuer hereby authorize the Administrative Agent to act as enter into any amendment to the agent Pledge Agreement necessary to reflect the appointment of such the Collateral Agent and the parity lien on the Pledged Interests in favor of the Senior Note Holders. (b) The Administrative Agent, each Lender and the Issuing Lenders L/C issuer hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the full power to appoint Required Lenders, or (D) in connection with any foreclosure sale or other disposition of the Pledged Interests after the occurrence of an Event of Default; and to substitute subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. (c) Upon request by the Collateral Agent at any time, each Lender and the L/C Issuer will confirm in writing the Collateral Agent’s authority to delegate) on release or subordinate its behalf, or interest 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 Pledged Interests pursuant to secure any of this Section 9.11(c). (d) Subject to subsection (b) above, the Obligations, together with such powers Collateral Agent shall (and discretion as are reasonably incidental thereto. In this connection, is hereby irrevocably authorized by the Administrative Agent, each Lender and the L/C Issuer, to execute such documents as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by may be necessary to evidence the Administrative Agent pursuant release or subordination of the Liens granted to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under Agent for the Security Documents, or for exercising any rights and remedies thereunder at the direction benefit of the Administrative Agent, the Collateral Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Pledged Interest; provided that (i) the Collateral Agent shall not 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) required to execute any and all documents (including releases) with respect to such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the rights Obligations or any Liens upon (or obligations of Borrower in respect of) all interests retained by Borrower, including the proceeds of any sale of the Secured Parties with respect theretoPledged Interest, as contemplated by and in accordance with the provisions all of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent which shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect continue to any Collateral against any Borrower or any other Loan Party or any other obligor under any constitute part of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative AgentPledged Interests. In the event of a any sale or transfer of any Pledged Interest, or any foreclosure by the Administrative Agent on with respect to any of the Pledged Interests, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (e) The Collateral Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Pledged Interests exist or are owned by Borrower or any of its Subsidiaries or are cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in the Pledge Agreement or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to a public any particular priority, or private sale to exercise or a sale to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral pursuant to Agent in this Section 363 9.11(e) or in the Pledge Agreement, it being understood and agreed that in respect of the Bankruptcy Code (Pledged Interests, or an equivalent process any act, omission or event related thereto, the Collateral Agent may act in any foreign jurisdiction)manner it may deem appropriate, in its sole discretion, given the Administrative Agent or any Lender may be Collateral Agent’s own interest in the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, Pledged Interests as agent for and representative one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (but not any f) Each Lender or Lenders in its or their respective individual capacities unless and the Required Lenders shall otherwise agree in writing) shall be entitled, with L/C Issuer hereby appoints each other Lender as the consent or at the direction of the Required Lenders, agent for the purpose of bidding perfecting Lenders’ and making settlement or payment the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the purchase price for all UCC can be perfected only by possession. Should any Lender or any portion of the L/C Issuer (other than the Collateral sold at Agent) obtain possession of any such salePledged Interests, such Lender or the L/C Issuer shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Pledged Interests to use the Collateral Agent or in accordance with the Collateral Agent’s instructions.” (r) The first paragraph of Section 10.01 is deleted in its entirety and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.following is inserted in lieu thereof:

Collateral Agent. The Administrative Appointed Attorney-in-Fact. By way of securing its obligations hereunder, each Guarantor hereby appoints the Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneysattorney-in-fact appointed by of such Guarantor for the Administrative Agent pursuant to Section 10.5 for purposes purpose, if the First Lien Termination Date has occurred, during the continuance of holding or enforcing any Lien on an Event of Default, of carrying out 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, shall be entitled to the benefits of all provisions of this Section 10 Agreement and Section 11taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, as though such co-agents, sub-agents which appointment is irrevocable and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein coupled with respect theretoan interest. Without limiting the generality of the foregoing, if and only if the Lenders hereby expressly authorize First Lien Termination Date has occurred, the Administrative Collateral Agent on its behalf and/or shall have the right, upon the occurrence and during the continuance of a Noticed Event of Default, with full power of substitution either in its own the Collateral Agent's name or in the name of a Guarantor, (including under any parallel debta) to execute receive, endorse, assign or deliver any and all documents notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (including releasesb) 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 otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be 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, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the rights of the other Second Lien Secured Parties with respect thereto, shall be accountable only for amounts actually received as contemplated by and in accordance with the provisions a result 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoffthe powers granted to them herein, rights on account of any banker’s lien and neither they nor their officers, directors, employees or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) agents shall be entitled, with responsible to 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, to use and apply any of the Obligations as a credit on account of the purchase price Guarantor for any Collateral payable by the Administrative Agent at such saleact or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its such Lender’s capacities as a potential Qualified Counterparty Hedge Bank and a potential Cash Management ProviderBank) and the Issuing Lenders L/C Issuer hereby irrevocably appoints and 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) 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 10 and Section 1111.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents Documents) as if set forth in full herein with respect thereto. Rights as a Lender . The Person serving as Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto. Exculpatory Provisions . Agent or the Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, Agent or 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 theretoArranger, as contemplated by applicable, 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.Related Parties:

Collateral Agent. The Administrative Collateral Agent shall also act in its capacity as agent for the Purchasers By: Name: Title: Each of the undersigned hereby (i) acknowledges receipt of a copy of the foregoing Pledge Agreement, (ii) waives any rights or requirement at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Interests (as defined therein) in the name of the Collateral Agent or its nominee or the exercise of voting rights by the Collateral Agent and (iii) agrees promptly to note on its books and records the grant of the security interest in the stock or other equity interests of the undersigned as provided in such Pledge Agreement. Dated: ________ __, 202_ [SUBSIDIARY] Name: Title: [SUBSIDIARY] By: Name: Title: [SUBSIDIARY] By: Name: Title: [SUBSIDIARY] By: Name: Title: Pledgor Name of Pledged Entity Class Stock or Unit Certificate No. or Book Entry Percentage of Units Held by Pledgor The undersigned, being the Pledgor pursuant to that certain Pledge Agreement dated as of December __, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “collateral agent” under Pledge Agreement”) in favor of the Loan Documentsholders of those certain Advance Notes (as defined in the Pledge Agreement), with the Collateral Agent (as defined in the Pledge Agreement), by executing this Addendum, hereby acknowledges that the Pledgor has acquired and legally and beneficially owns all of the issued and outstanding shares of capital stock of __________________, a _______ corporation/other entity (“Company”) described below (the “Shares”). The Pledgor hereby agrees and acknowledges that the Shares shall be deemed Pledged Interests pursuant to the Pledge Agreement. The Pledgor hereby represents and warrants to the Pledgee that (i) all of the capital stock/type of interest of the Company now owned by the Pledgor is presently represented by the certificates listed below, which certificates, with undated assignments separate from certificate or stock powers duly executed in blank by the Pledgor, are being delivered to the Collateral Agent, simultaneously herewith (or have been previously delivered to the Collateral Agent), and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Providerii) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent after giving effect 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 connectionaddendum, the Administrative Agent, as “collateral agent” representations and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 warranties set forth in full herein with respect thereto. Without limiting the generality Section 3 of the foregoingPledge Agreement are true, 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 complete and all documents (including releases) with respect to the Collateral and the rights correct as 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 Lendersdate hereof. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any Name of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise Pledged Entity Class of any right Equity Interest Certificate No. Percentage of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure Units Held by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.▇▇▇▇▇▇▇

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent 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 (including, without limitation, the release or substitution of such Lender Collateral), solely in accordance with this Agreement, the Credit Agreement and the Issuing Lenders Intercreditor Agreement; provided, the Collateral Agent shall, after payment in full of all Obligations (with excluding contingent obligations in respect of customary indemnification liabilities that survive termination of the full power to appoint Credit Documents or such Person's release or discharge therefrom) under the Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided 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 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement holders of a majority of the aggregate notional amount (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Collateral Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any Borrower or any other Loan early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant to 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 Lenders/Secured Parties in accordance with the terms of this Section. Collateral Agent may resign or be removed and a public or private sale or a sale of any successor Collateral Agent may be appointed, all in accordance with Section 9.7 of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture and the Issuing Lenders Collateral Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as take such action on its behalf under the agent provisions of such Lender this Indenture and the Issuing Lenders (with the full power to appoint Collateral Documents and to substitute exercise such powers and perform such duties as are expressly delegated to delegate) on its behalf, or in its own name as joint the Collateral Agent by the terms of this Indenture 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 ObligationsDocuments, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, shall be entitled to the benefits of all The provisions of this Section 10 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 provisions contained herein other than as expressly provided in Section 1111.03. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Collateral Documents, as though such co-agentsthe Collateral Agent shall not have any duties or responsibilities hereunder nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, sub-agents any Holder or any Grantor, and attorneys-in-fact were no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the “collateral agent” under Collateral Documents or otherwise exist against the Loan Documents as if set forth in full herein with respect theretoCollateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders 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 Collateral Agent is expressly entitled to take or assert under this Indenture, and the Collateral Documents, including the exercise of remedies pursuant to Article 6, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (b) None of the Collateral Agent or any of its respective Affiliates shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby expressly authorize the Administrative Agent on its behalf and/or in (except for its own name 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 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 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 this 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 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 Guarantor and their 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, 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 favor of, any such Grantor or such Affiliate) and acknowledge that the Collateral Agent shall not be under any parallel debtobligation to provide such information to the Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of the Collateral Agent to advance funds. (d) The Collateral Agent is authorized and directed to execute (i) enter into the Collateral Documents, (ii) bind the Holders on the terms as set forth in the Collateral Documents and (iii) perform and observe its obligations under the Collateral Documents. (e) The Trustee agrees that it shall not (and shall not be obligated to), and shall not instruct the Collateral Agent to, unless specifically requested to do so by a majority of the Holders, take or cause to be taken any and all documents action to enforce its rights under this Indenture or against any Grantor, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. If at any time or times the Trustee shall receive (including releasesi) 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 is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Issuer, the Trustee shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. (g) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or 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 particular priority, or to determine whether all or the Issuer or any Guarantor’s property constituting collateral intended to be subject to the 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 sole discretion given the Collateral Agent’s own interest in the Collateral and that the rights Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the Secured Parties foregoing. (h) No provision of this Indenture or any Collateral Document shall require the Collateral Agent (or the Trustee) 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 or take any action at the request or direction of Holders (or the Trustee in the case of the Collateral Agent) if it shall have reasonable grounds for believing that repayment of such funds is not assured to it. (i) The Collateral Agent (i) shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within 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 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 the Issuer (and money held in trust by the Collateral Agent need not be segregated from other funds except to the extent 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 theretoof any action taken, as contemplated omitted or suffered by it in good faith and in accordance with the provisions advice or opinion of this Agreement and such counsel. The grant of permissive rights or powers to the Security Documents and acknowledge and agree that any such action by any Collateral Agent shall bind not be construed to impose duties to act. (j) Neither the LendersCollateral Agent nor the Trustee shall be liable for delays or failures in performance resulting from acts beyond its control. Each Lender agrees that it Such acts shall include but not take 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 institute any actions or proceedings, judicial or otherwise, other disasters. Neither the Collateral Agent nor the Trustee shall be liable for any right indirect, special or remedy with respect consequential damages (included but not limited to any Collateral against any Borrower or any other Loan Party or any other obligor under any lost profits) whatsoever, even if it has been informed of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent likelihood thereof and regardless of the Administrative Agent. In the event form of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleaction.

Collateral Agent. The Administrative Agent shall also act as Lenders have agreed to make Loans to the “collateral agent” Borrower and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Holdings and the Subsidiary Pledgors have agreed to guarantee, among other things, all the obligations of the Borrower under the Loan Documents, and each Credit Agreement. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned upon, among other things, the execution and delivery by the Pledgors of a Pledge Agreement in the form hereof to secure (a) the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in its capacities such proceeding) on the Loans, when and as a potential Qualified Counterparty due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and a potential Cash Management Provider) and as due, including payments in respect of reimbursement of disbursements made by the Issuing Lenders hereby irrevocably appoints Bank with respect thereto, interest thereon and authorizes obligations to provide, under certain circumstances, cash collateral in connection therewith and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the Administrative Agent to act as the agent pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalfproceeding), 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 under the provisions of this Credit Agreement and the Security other Loan Documents and acknowledge (b) unless otherwise agreed to in writing by the applicable Lender party thereto, the due 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any punctual payment and performance of all monetary obligations of the Loan Documents, Specified Swap Agreements or Borrower under each Hedging Agreement entered into with any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of counterparty that was a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code Lender (or an equivalent process Affiliate of a Lender) at the time such Hedging Agreement was entered into (all the monetary obligations described in any foreign jurisdictionthe preceding clauses (a) and (b) being referred to collectively as the "Obligations"). Capitalized terms used herein and not defined herein shall have ----------- meanings assigned to such terms in the Credit Agreement. Accordingly, the Pledgors and the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, hereby agree as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.follows:

Collateral Agent. The Administrative Collateral Agent has been appointed by the Lenders to act as Collateral Agent and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall also act as be obligated, and shall have the “collateral agent” 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 Intercreditor Agreement and the Credit Agreement; provided, the Collateral Agent shall, after payment in full of all Obligations under the Loan Documents, and each of the Lenders Credit Agreement (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Providerother than contingent indemnification obligations for which no claim has been asserted) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance 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 instructions of the holders of a parallel debt majority of the aggregate notional amount (as or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the case may beamount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) for purposes under such Hedge Agreement) under all Hedge Agreements. In furtherance of acquiringthe foregoing provisions of this Section, holding and enforcing any and all Liens on Collateral granted each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Loan Parties to secure any of the ObligationsCollateral hereunder, together with it being understood and agreed by such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any Secured Party that all rights and remedies thereunder at hereunder may be exercised solely by the direction Collateral Agent for its benefit and for the benefit of the Administrative Agent, shall be entitled to other Secured Parties in accordance with the benefits of all provisions terms 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 theretoSection. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Collateral 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 may resign or be removed in accordance with the provisions of the Credit Agreement. If any Grantor fails to perform or comply with any of its agreements contained in this Agreement and the Security Documents and acknowledge and agree that any such action Collateral Agent, as provided for by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower terms of this Agreement or any other Loan Party Credit Document, shall itself perform or any other obligor under any comply, or otherwise cause performance or compliance, with such agreement, the expenses of the Loan DocumentsCollateral Agent incurred in connection with such performance or compliance, Specified Swap Agreements or together with interest thereon at the rate then in effect in respect of the Loans, shall be payable by such Grantor to the Collateral Agent on demand and shall constitute Obligations secured by the Collateral. Wilmington Trust Company has been appointed the Collateral Agent hereunder pursuant to Section 9 of the Credit Agreement. It is expressly understood and agreed by the parties to this Agreement that any Specified Cash Management authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties (other than the Collateral Agent) to the Collateral Agent pursuant to the Credit Agreement and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in the Credit Agreement (including, without limitation, Section 9 thereof). Any successor Collateral Agent appointed in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, accordance with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent Section 9.7 of the Administrative Agent. In Credit Agreement shall be entitled to all the event of a foreclosure by the Administrative Agent on any rights, interests and benefits of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salehereunder.

Collateral Agent. The Administrative (1) Each Noteholder, by its acceptance of the Indenture, and each Authorized Representative of any Additional Secured Creditors on behalf of itself and the Additional Secured Creditors that it represents, by its execution of an Additional Secured Creditor Joinder, has appointed, and each other Secured Creditor, by accepting the benefits hereof, hereby appoints, BNY Trust Company of Canada to serve as Collateral Agent shall also act as and representative of itself and any other Secured Creditors that it represents under each of the “collateral agent” under the Loan Security Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as agent for itself and such Secured Creditors for the agent purpose of executing and delivering, on behalf of itself and such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalfSecured Creditors, 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 each of the Loan Parties to secure Security Documents and any of other documents or instruments related thereto or necessary or, as determined by the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Collateral Agent, as “collateral agent” and any co-agentsdesirable to perfect the Liens granted to the Collateral Agent thereunder, sub-agents and attorneys-in-fact appointed by for the Administrative Agent pursuant to Section 10.5 for purposes purpose of holding or enforcing any Lien the Liens on the Collateral (or any portion thereof) granted pursuant to the Security Documents, and, subject to the provisions of this Debenture, for the purpose of enforcing its and such Secured Creditors’ rights in respect of the Collateral and the obligations of the Obligors under the Security Documents, and for the purpose of, or for in connection with, releasing the obligations of the Obligors under the Security Documents. The Collateral Agent hereby agrees that it shall so act as Collateral Agent and representative of the Secured Creditors subject to, in respect of any Additional Secured Creditors, compliance by the Authorized Representative on behalf of such Additional Secured Creditors with Section 5.22. The Collateral Agent shall have the sole authority to exercise remedies under the Security Documents. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights rights, and remedies thereunder at to take or refrain from taking action (including the direction release or substitution of the Administrative AgentCollateral), in accordance with the Secured Agreements. The Collateral Agent may resign, may be removed and a successor Collateral Agent may be appointed in the manner provided under Section 5.24. (2) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Charged Property in its possession if such Charged Property is accorded treatment substantially equivalent to that which a reasonable person accords his own property consisting of similar property, instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Creditors shall have responsibility for taking any necessary steps to preserve rights against any Person with respect to any Charged Property. (3) The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the benefits of all provisions of this Section 10 and Section 11proper Person, as though such co-agentsand, 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 all matters pertaining to the Secured Agreements and its duties thereunder, upon advice of counsel selected by it (who may be counsel to one or more of the Obligors). The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until the Collateral Agent has received written notice from a Secured Creditor, the Issuers or an Obligor referring to the applicable Secured Agreement, describing such Default or Event of Default and stating that it is a “notice of default” or a “notice of event of default”, setting forth in reasonable detail the facts and circumstances thereof and stating that the Collateral Agent may rely on such notice without further inquiry. The Collateral Agent shall have no obligation or duty prior to or after receiving any such notice to inquire whether a Default or Event of Default has in fact occurred and shall be entitled to conclusively rely, and shall be fully protected in so relying, on any such notice furnished to it. (4) If any item of Charged Property also constitutes collateral granted to the Collateral Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the rights provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the terms of this Debenture shall apply. (5) Notwithstanding anything to the contrary contained herein, the Collateral Agent is authorized, but not obligated, (i) to take any action reasonably required to perfect or continue the perfection of the liens on the Charged Property for the benefit of the Secured Parties with respect Creditors and (ii) when instructions from the Authorized Representatives on behalf of the applicable Secured Creditors have been requested by the Collateral Agent but have not yet been received, to take any action which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the Secured Creditors in the Charged Property; provided that once instructions have been received, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto. (6) Notwithstanding anything to the contrary contained herein or in any Security Document, as contemplated by the Collateral Agent shall not be required to take or refrain from taking, and shall have no liability to any Secured Creditor for taking or refraining from taking, any action that exposes or, in the good faith judgment of the Collateral Agent may expose, the Collateral Agent or its officers, directors, agents or employees to personal liability, unless the Collateral Agent shall be adequately indemnified, or that is, or in the good faith judgment of the Collateral Agent may be, contrary to any Security Document, any other Secured Agreement or applicable law. Upon receipt of such indemnity, however, the Collateral Agent shall act upon the specific instructions of the Authorized Representatives provided in accordance with the provisions of this Debenture, except for any instructions that in the good faith judgment of the Collateral Agent may be contrary to any Security Document, any other Secured Agreement or applicable law. (7) For purposes of this Debenture and other Security Documents, each Secured Creditor shall appoint a Person as its Authorized Representative for the purpose of giving or delivering any notices or instructions hereunder and thereunder. Any instructions given by the Authorized Representatives (other than the Trustee) on behalf of the applicable Secured Creditors to the Collateral Agent pursuant to the Security Documents shall be in writing signed by the Authorized Representative(s) of the applicable Secured Creditors with respect to such instructions and acknowledge such instructions shall certify to and agree for the benefit of the Collateral Agent the outstanding aggregate principal amount (or, in the case of discount notes, accreted value) of all Secured Obligations that the Secured Creditors authorizing such instructions hold. In determining whether the applicable Secured Creditors have consented to any action under the Security Documents, the Collateral Agent may conclusively rely on each Authorized Representative as to the amount of Secured Obligations held by holders represented by such action by any Authorized Representative. The Collateral Agent shall bind be entitled to conclusively and absolutely rely on such instructions and certification as to the Lenders. Each Lender agrees that it identity of the applicable Secured Creditors with respect to such instructions, and the Collateral Agent shall not be required to take any action, and shall not be liable to any Secured Creditor for failing or institute refusing to act, pursuant to any actions instructions which are not given or proceedings, judicial or otherwise, for any right or remedy delivered by the Authorized Representatives of various Secured Creditors comprising the applicable Secured Creditors as required by Section 3.11 of the Security Agreements. (8) Each Obligor acknowledges that the rights and responsibilities of the Collateral Agent under this Debenture with respect to any action taken by the Collateral against Agent or the exercise or nonexercise by the Collateral Agent of any Borrower option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Debenture shall, as between the Collateral Agent and the other Secured Creditors, be governed by the provisions of this Debenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Obligors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Collateral Agent and the other Secured Creditors with full and valid authority so to act or refrain from acting, and no Obligor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (9) Subject to clause (6) of this Section 5.23, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Charged Property or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Charged Property upon the request of any Obligor or any other Loan Party Person or to take any other action whatsoever with regard to the Charged Property or any other obligor under any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Loan DocumentsCollateral Agent in the Charged Property and, Specified Swap Agreements or subject to clause (6) of this Section 5.23, shall not impose any Specified Cash Management Agreement (including, in each case, duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any right of setoffits officers, rights on account directors, employees or agents shall have any duty or liability or be responsible to any Obligor for any act or failure to act hereunder, except for its own gross negligence or wilful misconduct. The Collateral Agent shall have no duty or liability as to the taking of any banker’s lien necessary steps to preserve or similar protect the Charged Property or to preserve rights against prior parties. Nothing contained in this Debenture shall be construed as requiring or obligating the Collateral Agent, and the Collateral Agent shall not be required or obligated, to (i) present or file any claim or other rights of self-help), notice or institute take any actions or proceedings, or otherwise commence any remedial procedures, action with respect to any Collateral Charged Property or in connection therewith or (ii) notify any Obligor of any Borrower decline in the value of any Charged Property. The Collateral Agent shall have no duty as to the collection of any Charged Property in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent, or any income thereon or any other Loan Party, without the prior written consent rights pertaining thereto. (10) No provision of the Administrative Agent. In Secured Agreements shall be deemed to impose any duty or obligation on the event Collateral Agent to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Collateral Agent shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation; and no permissive or discretionary power or authority available to the Collateral Agent shall be construed to be a duty. (11) The Collateral Agent 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 action (including the release or substitution of a foreclosure by Charged Property), in each case in accordance with the Administrative Agent on any Secured Agreements. (12) Upon resignation of the Collateral pursuant to a public or private sale or a sale Agent in accordance with the terms of any Section 5.24, the Collateral Agent shall thereupon be discharged from its duties and obligations under the Secured Agreements. Following the resignation of the Collateral pursuant to Section 363 Agent, the provisions of the Bankruptcy Code Secured Agreements shall inure to its benefit as to any actions taken or omitted to be taken by it under the Secured Agreements while it was the Collateral Agent. (13) The Collateral Agent shall not have any liability hereunder except for its own gross negligence or an equivalent process wilful misconduct, or material breach and under no circumstances shall the Collateral Agent be liable for any special, punitive, exemplary or consequential damages. (14) The Collateral Agent shall be vested with all of the rights, powers, benefits, privileges and protections of the Collateral Agent set forth in the Indenture, all of which are incorporated herein and shall apply to all of the Security Documents. (15) The Collateral Agent may perform any foreign jurisdiction)and all of its duties and exercise its rights and powers hereunder or under any other Indenture Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent, including a sub-agent which is a non-U.S. affiliate of the Administrative Collateral Agent. Except as otherwise provided in this Section 5.23, neither the Collateral Agent nor any of its respective officers, directors, employees, attorney or any Lender may agents will be responsible or liable for the purchaser existence, genuineness, value or protection of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required LendersCollateral, for the purpose of bidding and making settlement legality, enforceability, effectiveness or payment sufficiency of the purchase price Security Documents, for all the creation, perfection, priority, sufficiency or protection of any Lien securing the First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any such Liens or Security Documents or any portion delay in doing so provided that if instructed by the Required Secured Creditors in accordance with the provisions of the Security Documents, the Collateral Agent (subject to receipt of an indemnity requested by it and acceptable to it and any other applicable provisions of the Security Documents) shall comply with instructions from such Required Secured Creditors. The Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Section 5.23 shall apply to any agent, attorneys-in-fact or sub-agent and to the Affiliates of the Collateral sold at Agent and any such saleagent, attorneys-in-fact or sub-agent, and shall apply to use and apply any their respective activities in connection with the exercise of the Obligations as a credit on account rights and remedies of the purchase price Collateral Agent provided for any hereunder, as well as all other activities as Collateral payable by the Administrative Agent at such saleAgent.

Collateral Agent. The Administrative Agent (on behalf of the Lenders) and Tenant agree that upon the conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, the Lease shall also act as not be terminated or affected thereby (at the option of the transferee of the Property (the “collateral agent” under Transferee”) if the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full herein with respect thereto. Without limiting force and effect as a direct lease between the generality Transferee and Tenant upon all of the foregoingterms, covenants and conditions set forth in the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or Lease and in its own name (including under any parallel debt) that event, Tenant agrees to execute any and all documents (including releases) with respect attorn to the Collateral Transferee and the rights Transferee shall accept such attornment, and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Secured Parties with respect theretoLease or to reimburse Tenant for any construction work done by Tenant, in each case prior to Transferee’s ownership of the Property, (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale, (c) required to make any repairs to the Property or to the premises demised under the Lease required as contemplated a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the provisions of this Agreement and Lease unless such sums are actually received by the Security Documents and acknowledge and agree that any such action Transferee, (g) bound by any Agent payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any prior Landlord unless (i) such sums are actually received by the Transferee or (ii) such prepayment shall bind have been expressly approved of by the Lenders. Each Lender agrees that it shall not take or institute Transferee, (h) bound to make any actions or proceedingspayment to Tenant which was required under the Lease, judicial or otherwise, for to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any right agreement amending, modifying or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of terminating the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, Lease made without the prior written consent of the Administrative Agent. In Lenders prior to the event of a foreclosure time the Transferee succeeded to Landlord’s interest or (j) bound by the Administrative Agent on any assignment of the Collateral pursuant to a public Lease or private sale or a sale of any sublease of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Property, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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 thereof, made prior to the time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleLease.

Collateral Agent. The Administrative Agent shall also act (a) Each Purchaser hereby (a) irrevocably appoints the Lead Investor as the “collateral agent” agent hereunder and under the Loan DocumentsSecurity and Pledge Agreement (in such capacity, the “Collateral Agent”), and each of (b) authorizes and empowers the Lenders (including Collateral Agent to perform its duties as Collateral Agent as set forth in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) this Agreement and the Issuing Lenders hereby irrevocably appoints Security and authorizes the Administrative Agent Pledge Agreement, together with such actions and powers as are reasonably incidental thereto and to act as the agent of such Lender with respect to all Collateral under this Agreement and the Issuing Lenders (with the full power to appoint Security and to substitute and to delegate) on its behalfPledge Agreement, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) including for purposes of acquiring, holding and enforcing any and all Liens liens on Collateral granted by any of the Loan Parties Company to secure any of the Obligationsall present and future indebtedness, together obligations, and liabilities of the Company and its Subsidiaries to the Collateral Agent and the Purchasers arising under or in connection with such powers and discretion as are reasonably incidental thereto. In this connectionAgreement, the Administrative AgentNotes or any other Transaction Document (as defined in the Notes), as whether or not the right of payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured, unsecured (the “collateral agent” Obligations”). The Collateral Agent shall not have, by reason hereof or pursuant to any Security and Pledge Agreement, a fiduciary relationship in respect of any co-Purchaser. Neither the Collateral Agent nor any of its Affiliates nor its or its Affiliates’ direct and indirect equity holders, partners, officers, directors, employees and agents, subconsultants, trustees, administrators, managers, advisors and representatives (collectively, “Related Parties”) shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or the Security and Pledge Agreement except to the extent caused by its own gross negligence or willful misconduct as determined by a final non-agents appealable judgment of a court of competent jurisdiction, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its Related Parties (collectively, the “Collateral Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys-in-fact appointed ’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the Administrative performance by such Collateral Agent Indemnitee of the duties and obligations of Collateral Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (hereto or any portion thereof) granted under of the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, Pledge Agreement. (b) 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 in good faith to be genuine and correct and to have been signed, sent or made by the benefits proper Person, and with respect to all matters pertaining to this Agreement, the Notes, or any of the other documents executed in connection therewith (the “Transaction Documents”) and its duties hereunder or thereunder, upon advice of counsel selected by it. (c) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the Notes and the Security and Pledge Agreement at any time by giving at least ten (10) Business Days prior written notice to the Company and each holder of the 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 Required Holders (defined below) shall appoint a successor Collateral Agent. Upon the acceptance of the appointment as 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 Notes, the Security Agreement and the other Security and Pledge Agreement. After any Collateral Agent’s resignation hereunder, the provisions of this Section 10 and Section 115.20 shall inure to its benefit. If a successor Collateral Agent shall not have been so appointed within said ten (10) Business Day period, the retiring Collateral Agent shall then appoint a successor Collateral Agent who shall serve until such time, if any, as though such co-agentsthe Required Holders appoints a successor Collateral Agent as provided above. For purposes of this Agreement, sub-agents and attorneys-in-fact were the term “collateral agentRequired Holders” under shall mean (i) prior to the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality Closing Date, each of the foregoingPurchasers and (ii) on or after the Closing Date, 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 holders of at least a majority of the Secured Parties aggregate Principal Amount of Notes issued and shall include the Lead Investor so long as the Lead Investor, together 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agentits Affiliates, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, holds Notes with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salebalance still outstanding.

Collateral Agent. The Administrative 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 also act as be obligated, and shall have the “collateral agent” 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 Intercreditor Agreement and the Credit Agreement; provided, the Collateral Agent shall, after payment in full of all Obligations under the Loan Documents, and each of the Lenders Credit Agreement (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Providerother than contingent indemnification obligations for which no claim has been asserted) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance 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 instructions of the holders of a parallel debt majority of the aggregate notional amount (as or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the case may beamount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) for purposes under such Hedge Agreement) under all Hedge Agreements. In furtherance of acquiringthe foregoing provisions of this Section, holding and enforcing any and all Liens on Collateral granted each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Loan 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 Secured Parties 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 secure 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 such notice of resignation or any such removal, Requisite Lenders shall have the Obligationsright, together with such powers and discretion as are reasonably incidental thereto. In this connection, 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 the consent of Company, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as “collateral agent” 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 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 co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding retiring or enforcing any Lien on removed Collateral Agent’s resignation or removal hereunder as 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, 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 shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder. If any Grantor fails to perform or comply with any of its agreements contained in this Agreement and the Security Documents and acknowledge and agree that any such action Collateral Agent, as provided for by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower terms of this Agreement or any other Loan Party Credit Document, shall itself perform or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedingscomply, or otherwise commence any remedial procedurescause performance or compliance, with respect to any Collateral of any Borrower or any other Loan Partysuch agreement, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any expenses of the Collateral pursuant to a public Agent incurred in connection with such performance or private sale or a sale of any compliance, together with interest thereon at the rate then in effect in respect of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Revolving Loan, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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 payable by such Grantor to the Collateral sold at any such sale, to use Agent on demand and apply any of the shall constitute Obligations as a credit on account of the purchase price for any Collateral payable secured by the Administrative Agent at such saleCollateral.

Collateral Agent. The Administrative APPOINTED ATTORNEY-IN-FACT. By way of securing its obligations hereunder, each Guarantor hereby appoints the Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneysattorney-in-fact appointed by of such Guarantor for the Administrative Agent pursuant to Section 10.5 for purposes purpose, if the First Lien Termination Date has occurred, during the continuance of holding or enforcing any Lien on an Event of Default, of carrying out 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, shall be entitled to the benefits of all provisions of this Section 10 Agreement and Section 11taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, as though such co-agents, sub-agents which appointment is irrevocable and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein coupled with respect theretoan interest. Without limiting the generality of the foregoing, if and only if the Lenders hereby expressly authorize First Lien Termination Date has occurred, the Administrative Collateral Agent on its behalf and/or shall have the right, upon the occurrence and during the continuance of a Noticed Event of Default, with full power of substitution either in its own the Collateral Agent's name or in the name of a Guarantor, (including under any parallel debta) to execute receive, endorse, assign or deliver any and all documents notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (including releasesb) 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 otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; PROVIDED that nothing herein contained shall be 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, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the rights of the other Second Lien Secured Parties with respect thereto, shall be accountable only for amounts actually received as contemplated by and in accordance with the provisions a result 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoffthe powers granted to them herein, rights on account of any banker’s lien and neither they nor their officers, directors, employees or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) agents shall be entitled, with responsible to 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, to use and apply any of the Obligations as a credit on account of the purchase price Guarantor for any Collateral payable by the Administrative Agent at such saleact or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent. The Administrative Agent shall also act (a) Each Secured Party hereby appoints Bush Ross, P.A. (the "Colla▇▇▇▇▇ ▇▇▇nt") as the “collateral agent” under the Loan Documents, Collateral Agent hereunder and each of Secured Party authorizes the Lenders (including in Collateral Agent to take such action as agent on its capacities as a potential Qualified Counterparty behalf and a potential Cash Management Provider) to exercise such powers under this Agreement and the Issuing Lenders hereby irrevocably appoints and authorizes other Transaction Documents as are delegated to the Administrative Collateral Agent to act as the agent of under such Lender and the Issuing Lenders (with the full power to appoint agreements 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 exercise such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 foregoing, each Secured Party hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of the foregoingdocuments to which the Collateral Agent is a party relating to security for the obligations under the Notes, to exercise all rights, powers and remedies that the Collateral Agent may have under such Transaction Documents and, in the case of the Transaction Documents, to act as agent for the Secured Parties under such 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 Lenders hereby expressly authorize 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 Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any instructions of the Secured Parties, and such instructions shall be binding upon all documents (including releases) with respect to Secured Parties; provided, however, that the Collateral and Agent shall not be required to take any action that (i) the rights of 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 Collateral Agent agrees to give to each Secured Party prompt notice 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 dollar 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 perform any of its duties under any Transaction Document by or through its agents or employees. (d) 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 such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agent's or such Affiliate's gross negligence or willful misconduct. (g) The Collateral Agent 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 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 contemplated 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 delivered in connection therewith. Prior to any retiring Collateral Agent's resignation hereunder as Collateral Agent, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent its 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 Transaction Documents and any other documents required to be executed or delivered in connection therewith. (h) Each Secured Party agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other document relating thereto, and the Security Documents exercise by the Collateral Agent or the Secured Parties of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and acknowledge and agree that binding upon all of the Secured Parties. (i) Each of the Secured Parties hereby directs, in accordance with the terms hereof, the Collateral Agent to release (or in the case of clause (ii) below, release or subordinate) any such action Lien held by any the Collateral Agent shall bind for the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral benefit of the Secured Parties against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement following: (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any i) all of the Collateral pursuant 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 public or private sale or a sale of Lien permitted by Section 3.2); and (iii) any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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 part of the Collateral sold at 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 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 effectiveness of any such salerelease. (j) The contact information for the Collateral Agent is: Bush Ross, P.A., 220 S. Fra▇▇▇▇▇ ▇▇▇eet, Tam▇▇, ▇▇ ▇▇▇▇▇, ▇ttention: John Giordano. The fax numb▇▇ ▇▇▇ ▇▇▇▇ ▇oss, P.A. is (813) 22▇-▇▇▇▇ ▇▇d the E-ma▇▇ ▇▇▇▇▇▇▇ ▇▇ jgiordano@bushross.com. The ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Bush Ross, P.A. is (813) 22▇-▇▇▇▇. (k) The Collateral Agent: (i) shall not be responsible in any manner for the validity, correctness or sufficiency of any document or instrument received by or made available to it, in its capacity as Collateral Agent hereunder. (ii) shall be entitled to act upon any written certificate, 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 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 good 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 use institute or defend any 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 remaining parties to the Collateral Agent's satisfaction. (vi) shall not be bound by any amendment to this Agreement or by any other such amendment or agreement unless the same shall have been executed by the Collateral Agent. (vii) shall have only such duties and apply 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 Obligations Secured Parties or 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 remaining 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 a credit on account the Collateral Agent. This fee is payable upon the execution of the purchase price for any Collateral payable by the Administrative Agent at such salethis Agreement.

Collateral Agent. The Administrative Agent shall also act Treasury and EDC, each in their capacity as a Lender, hereby appoint Treasury (or its agents or bailees), as collateral agent (in such capacity, the “collateral agent” Collateral Agent”) and bailee for purposes of perfecting Treasury’s and EDC’s respective Liens on any part of the Collateral required to be delivered hereunder that is in the Collateral Agent’s possession or control (or in the possession or control of its agents or bailees), to the extent that possession or control thereof is taken to perfect a Lien thereon under the New York UCC (such Collateral being the “Pledged Collateral”) as Collateral Agent and gratuitous bailee for the Lenders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the New York UCC), and any assignee, solely for the purpose of perfecting the Liens granted under the Loan Documents, subject to the terms and each conditions of this Section 17.10. Treasury shall not have any obligation whatsoever to the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and to ensure that the Issuing Lenders hereby irrevocably appoints and 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, Pledged Collateral is genuine 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 owned 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 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security DocumentsPledgors, or for exercising any to preserve rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the or benefits of all provisions of this Section 10 and Section 11, any Person except as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if expressly set forth in full herein this Section 17.10. The duties or responsibilities of Treasury under this Section 17.10 shall be limited solely to holding the Pledged Collateral as Collateral Agent and as bailee in accordance with this Section 17.10. Treasury shall not have by reason of this Agreement or any other document a fiduciary relationship in respect thereto. Without limiting the generality of the foregoing, Lenders and each Lender hereby waives and releases Treasury from all claims and liabilities arising pursuant to the Lenders hereby expressly authorize the Administrative Treasury’s role under this Section 17.10 as gratuitous bailee and Collateral 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 Pledged Collateral and including, without limitation, for loss or damage to 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 LendersPledged Collateral. Each Lender Pledgor hereby acknowledges and agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to this Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale17.10.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as the agent of such Lender and the Issuing Collateral Agent hereunder by Lenders (with the full power to appoint and to substitute and to delegate) on its behalfand, 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 their acceptance of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionbenefits hereof, the Administrative Agentother Secured Parties. The Collateral Agent shall be obligated, as “collateral agent” and any co-agentsshall have the right hereunder, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding make demands, to give notices, to exercise or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for refrain from exercising any rights and remedies thereunder at to take or refrain from taking any action (including, without limitation, the direction release or substitution of Collateral), solely in accordance with this Agreement and the Administrative AgentCredit Agreement; provided, shall be entitled to the benefits Collateral Agent shall, after payment in full 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” Obligations 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 Credit Agreement and the rights of the Secured Parties with respect theretoother Credit Documents, as contemplated by and exercise, or refrain from exercising, any remedies provided for herein 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses 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, the settlement amount for any Hedge Agreement that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant 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 Secured Parties 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 Lenders and the Grantor, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantor and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to the Collateral Agent, following receipt of the Grantor’s consent (which shall not be unreasonably withheld or delayed and which shall not be required while an Event of Default exists), to appoint a public or private sale or a sale successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor will become Collateral Agent under this Agreement. Upon the acceptance of any appointment as Administrative Agent under the terms of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Credit Agreement by a successor Administrative Agent, as agent for that successor Administrative Agent shall thereby also be deemed the successor Collateral Agent and representative such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Lenders retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (but not any Lender 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 Lenders appropriate in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, connection with the consent or at the direction performance of the Required Lenders, for the purpose of bidding and making settlement or payment duties of the purchase price for all or any portion of the successor Collateral sold at any such saleAgent under this Agreement, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.and

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture and the Issuing Lenders Collateral Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as take such action on its behalf under the agent provisions of such Lender this Indenture and the Issuing Lenders (with the full power to appoint Collateral Documents and to substitute exercise such powers and perform such duties as are expressly delegated to delegate) on its behalf, or in its own name as joint the Collateral Agent by the terms of this Indenture 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 ObligationsDocuments, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, shall be entitled to the benefits of all The provisions of this Section 10 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 provisions contained herein other than as expressly provided in Section 1111.03. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Collateral Documents, as though such co-agentsthe Collateral Agent shall not have any duties or responsibilities hereunder nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, sub-agents any Holder or any Grantor, and attorneys-in-fact were no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the “collateral agent” under Collateral Documents or otherwise exist against the Loan Documents as if set forth in full herein with respect theretoCollateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders 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 Collateral Agent is expressly entitled to take or assert under this Indenture, and the Collateral Documents, including the exercise of remedies pursuant to Article 6, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (b) None of the Collateral Agent or any of its respective Affiliates shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby expressly authorize the Administrative Agent on its behalf and/or in (except for its own name 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 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 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 this 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 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 Guarantor and their 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, 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 favor of, any such Grantor or such Affiliate) and acknowledge that the Collateral Agent shall not be under any parallel debtobligation to provide such information to the Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of the Collateral Agent to advance funds. (d) The Collateral Agent is authorized and directed to execute (i) enter into the Collateral Documents, (ii) bind the Holders on the terms as set forth in the Collateral Documents and (iii) perform and observe its obligations under the Collateral Documents. (e) The Trustee agrees that it shall not (and shall not be obligated to), and shall not instruct the Collateral Agent to, unless specifically requested to do so by a majority of the Holders, take or cause to be taken any and all documents action to enforce its rights under this Indenture or against any Grantor, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. If at any time or times the Trustee shall receive (including releasesi) 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 is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Issuer, the Trustee shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. (g) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or 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 particular priority, or to determine whether all or the Issuer or any Guarantor’s property constituting collateral intended to be subject to the 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 sole discretion given the Collateral Agent’s own interest in the Collateral and that the rights Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the Secured Parties foregoing. (h) No provision of this Indenture or any Collateral Document shall require the Collateral Agent (or the Trustee) 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 or take any action at the request or direction of Holders (or the Trustee in the case of the Collateral Agent) if it shall have reasonable grounds for believing that repayment of such funds is not assured to it. (i) The Collateral Agent (i) shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within 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 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 the Issuer (and money held in trust by the Collateral Agent need not be segregated from other funds except to the extent 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 theretoof any action taken, as contemplated omitted or suffered by it in good faith and in accordance with the provisions advice or opinion of this Agreement and such counsel. The grant of permissive rights or powers to the Security Documents and acknowledge and agree that any such action by any Collateral Agent shall bind not be construed to impose duties to act. (j) Neither the LendersCollateral Agent nor the Trustee shall be liable for delays or failures in performance resulting from acts beyond its control. Each Lender agrees that it Such acts shall include but not take 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 institute any actions or proceedings, judicial or otherwise, other disasters. Neither the Collateral Agent nor the Trustee shall be liable for any right indirect, special or remedy with respect consequential damages (included but not limited to any Collateral against any Borrower or any other Loan Party or any other obligor under any lost profits) whatsoever, even if it has been informed of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent likelihood thereof and regardless of the Administrative Agent. In the event form of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleaction.

Collateral Agent. The Administrative Collateral Agent has been appointed to act as Collateral Agent hereunder by the Secured Parties. The Collateral Agent shall also act as the “collateral agent” under the Loan Documentsbe obligated, and each 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 the release or substitution of Collateral), solely in accordance with this Agreement and the other Financing Documents. In furtherance of the Lenders foregoing provisions of this Section 10, 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 (including to (i) request judicial relief, in its capacities any insolvency or liquidation proceeding or in any other court, that would hinder, delay, limit or prohibit the lawful exercise or enforcement of any right or remedy otherwise available to the Secured Parties in respect of the Liens granted to the Collateral Agent for the benefit of the Secured Parties; (ii) oppose or otherwise contest (or support any other Person in contesting) any motion for relief from the automatic stay or any motion to contest any injunction against foreclosure or enforcement of Liens granted to the Collateral Agent, for the benefit of the Secured Parties, made by the Collateral Agent, acting at the direction of, or as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes consented to by, the Administrative Agent to act as in any insolvency or liquidation proceeding; (iii) oppose or otherwise contest (or support any other Person in contesting) any lawful exercise by the agent of such Lender and Collateral Agent, acting at the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalfdirection of, 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 consented to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionby, the Administrative Agent, of the right to ratably credit bid the Obligations at any sale in foreclosure of the Liens granted to the Collateral Agent, for the benefit of the Secured Parties; or (iv) oppose or otherwise contest (or support any other Person in contesting) any other request for judicial relief made in any court by the Collateral Agent, acting at the direction of, or as “collateral agent” consented to by, the Administrative Agent relating to the lawful enforcement of any Lien), 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 the Secured Parties in accordance with the terms of this Section 10. The Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Collateral Agent pursuant to Section 10.5 the applicable Financing Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, Documents shall be entitled to the benefits of all provisions of this Section 10 8 (Agents) of the Credit Agreement, and Section 11, Article 5 (Actions by the Collateral Agent) of the Collateral Agency Appointment Agreement (as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agentCollateral Agent” under the Loan Documents named therein) 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by the agent Lenders and, by their acceptance of such Lender 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 (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Issuing Lenders Credit Agreement; provided that the Collateral Agent 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 full power to appoint and to substitute and to delegateinstructions of the holders (the “Majority Holders”) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt majority of the aggregate “settlement amount” as defined in the Secured Hedging Agreements (or, with respect to any Secured Hedging Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses 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 case may be) last Business Day of the month preceding any date of determination and shall be calculated by the appropriate Lender Counterparties and reported to the Collateral Agent upon request; provided that any Secured Hedging Agreement with a settlement amount that is a negative number shall be disregarded for purposes of acquiringdetermining the Majority Holders. In furtherance of the foregoing provisions of this Section 10, holding and enforcing any and all Liens on Collateral granted each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Loan Parties to secure any of the ObligationsCollateral hereunder, together with it being understood and agreed by such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any Secured Party that all rights and remedies thereunder at hereunder may be exercised solely by the direction Collateral Agent for the benefit of the Administrative Agent, shall be entitled to Secured Parties in accordance with the benefits of all provisions terms of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were with the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality terms of Article IX of the foregoing, Credit Agreement The provisions of 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 Credit Agreement relating to the Collateral and the rights of the Secured Parties with respect theretoAgent including, as contemplated by and in accordance with without limitation, 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 relating to resignation or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any removal of the Collateral pursuant to a public or private sale or a sale of any Agent and the powers and duties and immunities of the Collateral pursuant to Section 363 Agent are incorporated herein by this reference, mutatis mutandis, as if fully set forth herein, and such incorporation shall survive any termination of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. The Administrative Agent shall also act (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders, 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 itself 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 “collateral agent” under the Loan Documents, and each secured party of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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) record for purposes of acquiringthe grants of security and collateral contained in the various Loan Documents. (b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, 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 N.A. as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 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 the rights loss payee) on behalf of the Secured Parties with respect theretoLenders, (ii) names the Collateral Agent as contemplated by a replacement secured party of record, and (iii) authorizes the Collateral Agent, in accordance with such capacity, to take such action on its behalf under the provisions of this Agreement and the Security other Loan Documents and acknowledge to exercise such powers and agree 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 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 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 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 action by any 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 bind (or shall cause its designee to) review the LendersLoan 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 it no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall not take or institute any actions or proceedings, judicial or otherwise, for any have the right or remedy with respect individually to seek to realize upon the security granted by any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan DocumentsDocument, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, it being understood and agreed that such rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure and remedies may be exercised solely by the Administrative Collateral Agent on any (for the benefit of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writingeach Lender) shall be entitled, with the consent or at the direction of the Required LendersServicer 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 purpose Debt, the Collateral Agent is hereby authorized, and hereby granted a power of bidding attorney, to execute and making settlement deliver on behalf of each Lender any Loan Documents necessary or payment of the purchase price for all or any portion appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral sold 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 such 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 assets constituting collateral which is permitted pursuant to use 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 apply 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 Obligations as a credit on account other Loan Documents, or (b) adversely affect any rights of the purchase price for Lender hereunder or under any Collateral payable by the Administrative Agent at such saleother Loan Document.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each (a) Each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders Buyers hereby irrevocably appoints and authorizes the Administrative Agent 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 of such Lender and the Issuing Lenders (with the full power to appoint including as a collateral agent) on Buyers’ behalf and to substitute take such actions as Collateral Agent on Buyers’ behalf under the Financing Documents and to delegate) on its behalf, or in its own name exercise such powers under the Financing Documents as joint and several creditor or creditor of a parallel debt are delegated to Collateral Agent (as agent, secured party or otherwise) by 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 Obligationsterms thereof, together with all such powers and discretion as are reasonably incidental thereto. In The Collateral Agent shall take such action under this connectionAgreement and/or any other Transaction Documents as the 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). Subject to Section 5.4, Secured Party is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Financing Documents to which it is a party or which run in its favor on behalf of the Buyers; provided, however, that the parties hereto hereby agree that no such amendment, modification or waiver shall be effective without the unanimous written consent of the Buyers. (b) Whether or not the transactions contemplated hereby shall be consummated, upon demand therefor, the Administrative AgentBuyers 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), as “collateral agent” 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 co-agentsand all liabilities, sub-agents obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 disbursements of any kind whatsoever, including, for purposes of holding clarification, all taxes, which may at any time (including at any time following the payment in full of the Notes and the termination or enforcing resignation of the Collateral Agent) be imposed on, incurred by or asserted against the Collateral Agent in any Lien 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 of the foregoing; provided, 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 Transaction Document, or any portion thereof) granted under document contemplated hereby or referred to herein to the Security Documents, extent that the Collateral Agent is not reimbursed for such expenses by or for exercising any rights and remedies thereunder at the direction on behalf of the Administrative Agent, 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 theretoCompany. Without limiting the generality of the foregoing, if any Governmental Authority of any jurisdiction asserts a claim that the Lenders hereby expressly authorize Collateral Agent did not properly withhold tax from amounts paid to or for the Administrative 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 its behalf and/or in its own name 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 shall not be deemed to have knowledge or notice of the occurrence of any Event of Default 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 parallel debt) to execute any and all documents (including releases) 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 and the rights of the Secured Parties with respect thereto, as contemplated Agent shall reasonably be directed by and 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) Nothing in this Section 5.12 shall be deemed to limit or otherwise affect the rights of Secured Party or Buyers to exercise any remedy provided in this Agreement or any other Transaction Document. (e) The Collateral Agent may resign from the performance of 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 as otherwise provided below. (f) Upon (i) Buyers’ receipt of a notice of resignation by the Collateral Agent 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 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 above in this paragraph. The provisions of this Agreement shall continue in effect for the benefit of any retiring Collateral Agent and its sub-agents after the Security effectiveness of its resignation or removal hereunder and under the other Transaction Documents and acknowledge and agree that in respect of any such action actions taken or omitted to be taken by any of them while the retiring Collateral Agent shall bind was acting or was continuing to act as Collateral Agent. (g) If pursuant to any Financing Document the Lenders. Each Lender agrees that it shall not take Collateral Agent is given the discretion to allocate proceeds received by Collateral Agent pursuant to the exercise of remedies under the Financing Documents or institute any actions at law or proceedings, judicial or otherwise, for any right or remedy in equity (including without limitation with respect to any secured creditor remedies exercised against the Collateral against any Borrower or and any other Loan Party 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 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 Collateral Agent; second, to payment of all accrued unpaid interest and fees (other than fees owing to Collateral Agent) on the Obligations; third, to payment of principal of the Obligations; fourth, to payment of any other obligor under amounts owing constituting Obligations; and fifth, any of remainder shall be for the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect and paid to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender whoever may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salelawfully entitled thereto.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 the Administrative Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The 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 Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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, for any right or remedy with respect to any Collateral against any the Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any the Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders thereof by acceptance of the Second Lien Notes hereby designates and appoints the Second Lien Notes Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture, the Collateral Documents and the Issuing Lenders Intercreditor Agreements and the Trustee and each of the Holders by acceptance of the Second Lien Notes hereby irrevocably appoints and authorizes the Administrative Second Lien Notes Collateral Agent to act as the agent of take 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, 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 action 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 Indenture, the Collateral Documents and the Security Intercreditor Agreements and to exercise such powers and perform such duties as are expressly delegated to the Second Lien Notes Collateral Agent by the terms of this Indenture, the Collateral Documents and acknowledge the Intercreditor Agreements, and agree that any consents and agrees to the terms of the Intercreditor Agreements and each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Second Lien Notes Collateral Agent agrees to act as such action by any on the express conditions contained in this SECTION 12.8. The provisions of this SECTION 12.8 are solely for the benefit of the Second Lien Notes Collateral Agent shall bind and none of the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedingsTrustee, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements Holders nor the Issuer or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to Guarantors shall have any rights as a public or private sale or a sale third party beneficiary of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process provisions contained herein other than as expressly provided in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleSECTION 12.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Issuer and each of the Lenders Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its agent under this Indenture and the Security Documents, and the Issuer and each of the Holders by acceptance of the Notes hereby (i) 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 same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms and (ii) irrevocably authorizes and directs the Trustee to execute the Additional Pari Passu Joinders and any intercreditor agreement or joinder to any Security Document in connection with Indebtedness or other obligations not prohibited by this Indenture (including in its capacities obligations with respect to future Pari Passu Indebtedness). In addition, by acceptance of the Notes, each Holder will be deemed to have, (1) irrevocably appointed Wilmington Trust, National Association, as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as its collateral agent under the agent of such Lender Security Documents and any other relevant documents to which the Issuing Lenders Collateral Agent is a party, and (2) irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers, and discretions that are specifically given to it under the Security Documents or other documents to which the Collateral Agent is a party, together with the full any other incidental rights, power and discretions and (ii) execute each document expressed to appoint and to substitute and to delegate) be executed by ▇▇▇▇▇▇▇▇▇▇ Agent on its behalf, or . The Collateral Agent agrees to act as such on the express conditions contained 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 this Section 12.7. Each Holder agrees that 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 any co-agents, sub-agents and attorneys-in-fact appointed action taken by the Administrative Collateral Agent pursuant to Section 10.5 for purposes in accordance with the provisions of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under this Indenture and the Security Documents, or for exercising and the exercise by the Collateral Agent of any rights or remedies set forth herein and remedies thereunder at therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the direction contrary contained elsewhere in this Indenture and the Security Documents, the duties of the Administrative Agent, Collateral Agent shall be entitled to ministerial and administrative in nature, and the benefits of all provisions of this Section 10 and Section 11Collateral Agent shall not have any duties or responsibilities, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if except those expressly set forth herein and in full herein 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 respect theretothe 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 foregoingforegoing sentence, the Lenders hereby expressly authorize use of the Administrative term “agent” in this Indenture with reference to the Collateral Agent on is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent may perform any of its behalf and/or 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 its own name 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 it selects as long as such selection was made in good faith and with due care. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the 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 any parallel debt) 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 execute its satisfaction by the Holders against any and all documents (including releases) with respect 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 or the Collateral and the rights of the Secured Parties with respect theretoSecurity Documents, as contemplated by and in accordance with a request, direction, instruction or consent of the provisions Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. (d) The Company shall furnish to the Trustee, at such time as required by the TIA, such Opinions of Counsel and certificates or opinions of engineers, appraisers or other experts as may be required by Section 314(b) or 314(d) of the TIA and shall take such other action as may be necessary to cause TIA Section 314(d) relating to the release of Collateral from the security interests created by this Agreement Indenture and the Security Documents to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care. A Person is “independent” if such Person (a) is in fact independent, (b) does not have any direct financial interest or any material indirect financial interest in the Company or in any Affiliate of the Company and acknowledge (c) is not an officer, employee, promoter, underwriter, trustee, partner or director or person performing similar functions to any of the foregoing for the Company. The Trustee and agree that the Collateral Agent shall be entitled to receive and rely upon a certificate provided by any such action by any Person confirming that such Person is independent within the foregoing definition. (e) The Collateral Agent shall bind not be deemed to have knowledge or notice of the Lenders. Each Lender agrees occurrence of any Default or Event of Default, unless a Trust Officer of the Collateral Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that it such notice is a “notice of default.” The Collateral Agent shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy such action with respect to any Collateral against any Borrower such Default or any other Loan Party Event of Default as may be requested by the Trustee in accordance with Article VI or any other obligor under any the Holders of a majority in aggregate principal amount of the Loan DocumentsNotes (subject to this Section 12.7). (f) The Collateral Agent may resign at any time by 30 days’ written notice to the Trustee and the Issuer, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each casesuch resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to any Collateral of any Borrower or any other Loan Party, without the prior written consent intended effective date of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any resignation of the Collateral pursuant to a public or private sale or a sale Agent (as stated in the notice of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdictionresignation), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative AgentTrustee, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose Holders of bidding and making settlement or payment a majority of the purchase price for all or any portion aggregate principal amount of the Collateral sold at any such saleNotes then outstanding, may appoint a successor collateral agent, subject to use and apply any the consent of the Obligations Issuer (which consent shall not be unreasonably withheld and which shall not be required during a continuing Event of Default). 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 credit on account 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 purchase price for 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 12.7 (and Section 7.7 hereof) shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral payable by the Administrative Agent at such saleunder this Indenture.

Collateral Agent. (a) Each Purchaser who will purchase FILO C Notes (in its capacity as a Purchaser and, upon issuance of the FILO C Notes, in its capacity as a FILO C Note Holder) hereby (i) appoints TASCR Ventures CA, LLC, as the collateral agent to act on its behalf hereunder and under the Security Documents (in such capacity, the “FILO C Collateral Agent”), and (ii) authorizes the FILO C Collateral Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof, including, without limitation, to enter into each applicable Intercreditor Agreement, to perform its obligations thereunder and to subordinate the Liens on the Collateral securing the FILO C Notes Obligations as set forth therein. Each Purchaser who will purchase JSC Notes or Management JSC Notes (in its capacity as a Purchaser and, upon issuance of the JSC Notes and the Management JSC Notes, in its capacity as a JSC Note Holder and/or Management JSC Note Holder, as applicable) hereby (i) appoints TASCR Ventures CA, LLC, as the collateral agent to act on its behalf hereunder and under the Security Documents (in such capacity, the “JSC Collateral Agent”), and (ii) authorizes the JSC Collateral Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof, including, without limitation, to enter into each applicable Intercreditor Agreement, to perform its obligations thereunder and to subordinate the Liens on the Collateral securing the JSC Notes Obligations and the Management JSC Notes Obligations as set forth therein. The Administrative Collateral Agent shall also act as not have, by reason hereof or pursuant to any Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the “collateral agent” under Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or the Loan DocumentsSecurity Documents except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its officers, directors, employees and agents (collectively, the “Collateral Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Collateral Agent Indemnitee of the Lenders (including in its capacities as a potential Qualified Counterparty duties and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative obligations of Collateral 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, pursuant hereto 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, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or 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, . (b) 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 in good faith to be genuine and correct and to have been signed, sent or made by the benefits proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it. (c) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the Notes and the Security Documents at any time by giving at least ten (10) business days prior written notice to Parent and each holder of the 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 Required Holders shall appoint a successor Collateral Agent. Upon the acceptance of the appointment as 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 Notes and the Collateral Agreement. After any Collateral Agent’s resignation hereunder, the provisions of this Section 10 and Section 115.5 shall inure to its benefit. If a successor Collateral Agent shall not have been so appointed within said ten (10) business day period, the retiring Collateral Agent shall then appoint a successor Collateral Agent who shall serve until such time, if any, as though such co-agentsthe Required Holders appoint a successor Collateral Agent as provided above. (d) Parent hereby covenants and agrees to take all actions as promptly as practicable reasonably requested by either the Required Holders or the Collateral Agent (or its successor), 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) from time to execute any and all documents (including releases) with respect time pursuant to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions terms of this Agreement Section 5.5, to secure a successor Collateral Agent satisfactory to such requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all fees of such successor Collateral Agent, by having Parent agree to indemnify any successor Collateral Agent and by each of Parent executing a collateral agency agreement or similar agreement and/or any amendment to 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 reasonably requested or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure required by the Administrative Agent on any of the successor Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. (i) Each Buyer hereby (a) appoints Castlerigg Master Investments Ltd. ("Castlerigg") as the collateral agent hereunder and under the other Security Documents (in such capacity, the "COLLATERAL AGENT"), and (b) authorizes the Collateral Agent (and its officers, directors, employees and agents) to take such action on such Buyer's behalf in accordance with the terms hereof and thereof. The Administrative Collateral Agent shall also act as not have, by reason hereof or any of the “collateral agent” under other Security Documents, a fiduciary relationship in respect of any Buyer. Neither the Loan DocumentsCollateral 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 Lenders (including in its capacities as a potential Qualified Counterparty duties and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative obligations of Collateral 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, pursuant hereto 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 Security Documents; provided, that, (i) the liability of 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 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent Buyer pursuant to this Section 10.5 for purposes 4(q) shall be several and not joint with any other Buyer, and shall not exceed in the aggregate its pro rata percentage of holding or enforcing any Lien such Indemnity Costs (based on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder percentage of Securities that such Buyer shall acquire at the direction Closing as a percentage of all Securities sold at the Administrative Agent, 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 benefits proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it. (iii) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the New Notes and the Security Documents at any time by giving at least ten (10) 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 the New Notes shall appoint a successor Collateral Agent. Upon the acceptance of the appointment as 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 New Notes and the other Security Documents. After any Collateral Agent's resignation hereunder, the provisions of this Section 10 and Section 114(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 retiring Collateral Agent shall then appoint a successor Collateral Agent who shall serve until such time, if any, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” holders of a majority of the outstanding principal under the Loan Documents New Notes appoint a successor Collateral Agent 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, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleprovided above.

Collateral Agent. The Administrative (a) Each of the Holders, by acceptance of the Notes, and the Issuer hereby designates and appoints the Collateral Agent shall also act as its agent under this Indenture and the “collateral agent” under the Loan Documents, Collateral Documents and each of the Lenders (including in Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) behalf under the provisions of this Indenture and the Issuing Lenders hereby irrevocably appoints Collateral Documents and authorizes to exercise such powers and perform such duties as are expressly delegated to the Administrative Collateral Agent by the terms of this Indenture and the Collateral Documents, and consents and agrees to act the terms of each Collateral Document, as the agent 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, for Mexican law purposes, each of the Holders hereby grants (or ratifies the granting, as applicable) to the Collateral Agent a comisión mercantil con representación in accordance with Articles 273, 274 and any other applicable Articles of the Commerce Code of Mexico (Código de Comercio) with such Lender powers and authority as are delegated to the Collateral Agent by the terms of this Indenture 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 ObligationsDocuments, together with such actions and powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” well as to act on its behalf as its agent in connection with any Collateral Documents under Mexican law, and authorizes the Collateral Agent to enter into any and all Collateral Documents under Mexican law and to hold the Collateral granted to it under such documents acting on behalf of and for the benefit of itself and of the Holders. Notwithstanding the foregoing, nothing herein or in the Collateral Documents shall require the Collateral Agent to be licensed to conduct business in Mexico, and the duties, rights, privileges, immunities and indemnities of the Collateral Agent hereunder and under the Collateral Documents shall be governed exclusively by the laws of the State of New York (other than, solely with respect to the Collateral, Articles 273, 274 and any co-agents, sub-agents and attorneys-in-fact appointed by other applicable Articles of the Administrative Commerce Code of Mexico (Código de Comercio). The Collateral Agent pursuant agrees to Section 10.5 for purposes of holding or enforcing any Lien act as such on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights express terms and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all conditions contained in this Indenture and this Section 12.07. The provisions of this Section 10 12.07 are solely for the benefit of the Collateral Agent, and none of the Trustee, any of the Holders, the Issuer nor any of the Guarantors shall have any rights as a third party beneficiary of any of the provisions contained in this Section 1112.07 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, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under exercise by the Loan Documents as if 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 full 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 Security Debt 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 respect theretothe 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 foregoingforegoing sentence, the Lenders hereby expressly authorize use of the Administrative Agent on its behalf and/or term “agent” in its own name (including under any parallel debt) to execute any and all documents (including releases) this Indenture with respect 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 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 Lendersis intended to create or reflect only an administrative relationship between independent contracting parties. Each Lender agrees that it shall not take Collateral Agent may perform any of its duties under this Indenture or institute any actions the Collateral Documents by or proceedingsthrough receivers, judicial agents, employees, attorneys-in-fact or otherwise, for any right or remedy 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 against Agent shall not be responsible for the negligence or willful misconduct of any Borrower receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made with due care. (c) Neither the Collateral Agent nor any of its Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) 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 the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Guarantor or Affiliate of any 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 Indenture or the Collateral Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or the Collateral Documents, or for any failure of the Issuer or any Guarantor or any other Loan Party party to this Indenture or the Collateral Documents to perform its obligations hereunder or thereunder. Neither the Collateral Agent nor any of its respective Related Persons shall be under any obligation to the Trustee or any other obligor under Holder to ascertain or to inquire as to the existence of any Default or Event of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each caseDefault, the exercise of any right of setoff, rights on account of any banker’s lien observance or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale performance of any of the agreements contained in, or conditions of, this Indenture or the Collateral pursuant Documents or to Section 363 inspect the properties, books, or records of the Bankruptcy Code Issuer, any Guarantor or any Guarantors’ Affiliates. (d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or an equivalent process 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 Guarantor), 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 foreign jurisdiction)resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. Except as required by the Collateral Documents, the Administrative Collateral Agent shall be fully justified in failing or refusing to take any Lender action under this Indenture or the Collateral Documents unless it shall first receive such advice or concurrence of the Trustee as it determines and, if it so requests, it shall first receive security or be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Except as required by the purchaser Collateral Documents, the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the Collateral Documents in accordance with a request, direction, instruction or consent of the Trustee and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. (e) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or all Event of such Collateral at any such sale and the Administrative AgentDefault, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with 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 a Responsible Officer of the Collateral sold at any Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such sale, Default or Event of Default and stating that such notice is a “notice of default”. Subject to use and apply any the provisions of the Obligations Collateral Documents, the Collateral Agent shall take such action with respect to such Default or Event of Default as a credit on account of the purchase price for any Collateral payable may be requested by the Administrative Agent at such sale.Trustee in accordance with Article VII (subject to this Section 12.07