Common use of The Collateral Agent Clause in Contracts

The Collateral Agent. Each of the Secured Parties --------------------- hereby irrevocably appoints the U.S. Collateral Agent, and each of the Canadian Lenders and the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Collateral 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 a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations except those expressly set forth herein and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security Document, the Collateral Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

The Collateral Agent. Each of the Secured Parties --------------------- hereby irrevocably appoints the U.S. Collateral Agent, and each of the Canadian Lenders and the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such Section 10.15.1 The Collateral Agent shall have no liability for any action taken, or errors in judgment made, in good faith by it or any of its Related Parties. The rights, privileges, protections, immunities and benefits given to take such actions on its behalf and to exercise such powers as are delegated to such the Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Collateral 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 a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations except those expressly set forth herein and in the other Security Loan Documents, including its right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities under the Loan Documents, and each agent, custodian and other Person employed to act pursuant thereto. Without limiting The Collateral Agent may (i) request that the generality Borrower or the Administrative Agent deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any of the foregoingother Loan Documents, which certificate may be signed by any person authorized to sign such a certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded and (aii) in its sole discretion, may require the use of commercially reasonable security procedures (including callbacks and use of tokens) to authenticate payment instructions or disbursement requests. The permissive rights of the Collateral Agents Agent to do things enumerated in this Agreement shall not be subject construed as a duty and the Collateral Agent shall have no obligation to initiate any action, except as directed by the Administrative Agent; provided, however, that the Collateral Agent shall not be required to take any action which is contrary to any fiduciary provision of the Loan Documents or applicable law or regulation pertaining thereto, or if the Collateral Agent reasonably believes that such action would result in the incurrence of costs, expenses or liabilities by the Collateral Agent for which it is not fully indemnified by the applicable Obligor or the Secured Parties. Nothing in this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder. Money held by the Collateral Agent under this Agreement or under any of the other Loan Documents need not be segregated from other funds except to the extent required by law. The Collateral Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Borrower. The Collateral Agent may refrain from taking any action in any jurisdiction if, in its opinion, the taking of such action in that jurisdiction would be contrary to any law of that jurisdiction or of the State of New York, it would otherwise render it liable to any Person in that jurisdiction or the State of New York, the taking of such action would require it to obtain any license or otherwise qualify to do business or subject it to taxation in such jurisdiction, it would not have the power or authority to take such action in such jurisdiction by virtue of any law in that jurisdiction or in the State of New York, or it is determined by any court or other implied dutiescompetent authority in that jurisdiction or in the State of New York that it does not have such power or authority. Section 10.15.2 Beyond the exercise of reasonable care in the custody thereof and as otherwise specifically set forth herein, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agents Agent shall not have any duty as to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security Document, the Collateral Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken in its possession or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) control or in the absence of its own gross negligence possession or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge control of any Default unless and until written notice thereof is given agent or bailee or any income thereon or as to the Collateral Agents by the Company preservation of rights against prior parties or a Lender, any other rights pertaining thereto and the Collateral Agents Agent shall not be responsible for filing any financing or have continuation statements or recording any duty to ascertain documents or inquire into (i) instruments in any statementpublic office at any time or times or otherwise perfecting or maintaining the perfection of, warranty or representation made in priority or in connection with any Loan Document or SunTrust Document, (ii) the contents validity of any certificate, report security interest in the Collateral. The Collateral Agent shall not be liable or other document delivered hereunder responsible for any loss or diminution in connection herewith, (iii) the performance or observance value of any of the covenantsCollateral, agreements by reason of the act or omission of any carrier, forwarding agency or other terms agent or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to bailee selected by the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereundergood faith.

The Collateral Agent. (a) Each of Lender, the Secured Parties --------------------- hereby irrevocably appoints the U.S. Collateral Agent, and each of the Canadian Lenders Administrative Agent and the Issuing Banks Bank hereby irrevocably (i) designate Bank of America as Collateral Agent under this Agreement and the other Loan Documents, (ii) authorize the Collateral Agent to enter into the Collateral Documents and the other Loan Documents to which it is a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Section 2.20, Section 2.24 or Section 7.04, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the remaining Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. (b) Each Lender, the Issuing Bank and each Secured Party that is owed any Canadian Liabilities hereby irrevocably designate Bank of America, N.A. (acting through its Canada branch) as the Canadian Agent under this Agreement and the other Loan Documents with respect to the Collateral hypothecated and granted as security by the Canadian Letters of Credit Borrower. The Lenders, the Issuing Bank and each Secured Party that is owed any Canadian Liabilities each hereby irrevocably appoints authorizes the Canadian Collateral Agent, as its agent and authorizes such Collateral Agent (i) to take such actions on its behalf enter into the Security Documents to which it is a party and to exercise such powers as are delegated to such Collateral Agent by the terms hereofperform its duties and obligations thereunder, together with such actions and all powers as are reasonably incidental thereto. Each Person serving as Collateral 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 a Collateral Agent, and each such Person (ii) agree and its Affiliates may accept deposits from, lend money consent to and generally engage in any kind all of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations except those expressly set forth herein and in provisions of the other Security Documents. All Collateral from the Canadian Borrower shall be held or administered by the Canadian Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties who are owed any Canadian Liabilities. Any proceeds received by the Canadian Agent from the foreclosure, sale, lease or other disposition of any of the Collateral from the Canadian Borrower and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents from the Canadian Borrower shall be applied as provided in Section 2.20, Section 2.24 or Section 7.04, as applicable. The Canadian Agent shall have no duties or responsibilities except as set forth in this Agreement and the remaining Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Canadian Agent. (c) Without limiting the generality of the foregoing, for the purposes of creating a solidarité active in accordance with article 1541 of the Civil Code of Québec between each Secured Party that is owed any Canadian Liabilities, taken individually, on the one hand, and the Canadian Agent, on the other hand, each of the Canadian Borrower and each such Secured Party acknowledge and agree with the Canadian Agent that such Secured Party and the Canadian Agent are hereby conferred the legal status of solidary creditors of the Canadian Borrower in respect of all Obligations and Canadian Liabilities, present and future, owed by the Canadian Borrower to each such Secured Party and the Canadian Agent (acollectively, for the purposes of this paragraph, the “solidary claim”). Accordingly, but subject (for the avoidance of doubt) to article 1542 of the Collateral Agents shall not be Civil Code of Québec, the Canadian Borrower is irrevocably bound towards the Canadian Agent and each such Secured Party in respect of the entire solidary claim of the Canadian Agent and such Secured Party. As a result of the foregoing, the Canadian Borrower confirms and agrees that subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, subparagraph (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security Documentabove, the Collateral Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Agent and each of its Secured Parties holding at least 51% of the total Obligations of the who are owed Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall Liabilities from time to time deem appropriatea party to this Agreement by way of assignment or otherwise are solidary and as regards the Obligations and the Canadian Liabilities owing from time to time to each such Secured Party, continue each of the Canadian Agent and such Secured Party is entitled, when permitted pursuant to make its own decisions Section 7.02 to: (i) demand payment of all outstanding amounts from time to time in taking or not taking action respect of the Canadian Liabilities; (ii) exact the whole performance of such Canadian Liabilities from the Canadian Borrower; (iii) benefit from the Canadian Agent’s Liens and the Collateral in respect of such Canadian Liabilities; (iv) give a full acquittance of such Canadian Liabilities (each Secured Party that is owed Canadian Liabilities hereby agreeing to be bound by any such acquittance); and (v) exercise all rights and recourses under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunderthe Loan Documents with respect to those Canadian Liabilities. The Canadian Liabilities of the Canadian Borrower will be secured by the Canadian Agent’s Liens and the Collateral and the Canadian Agent and the Secured Parties who are owed Canadian Liabilities will have a solidary interest therein.

The Collateral Agent. Each of U.S. Bank National Association has been appointed Collateral Agent for the Secured Parties --------------------- hereby irrevocably appoints hereunder pursuant to the U.S. Collateral Agent, Indenture. It is expressly understood and each of the Canadian Lenders and the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent agreed by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as parties to this Security Agreement that any authority conferred upon the Collateral Agent hereunder shall have is subject to the same rights and powers in its capacity as a Lender as any other Lender and may exercise terms of the same as though it were not a delegation of authority made by the Secured Parties to the Collateral AgentAgent pursuant to the Indenture, and each that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such Person hereunder only on the express conditions contained in the Indenture. Any successor Collateral Agent appointed pursuant to the Indenture shall be entitled to all the rights, interests and its Affiliates may accept deposits from, lend money to and generally engage in any kind benefits of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations except those expressly set forth herein and Beyond the exercise of reasonable care in the other Security Documents. Without limiting the generality of the foregoingcustody thereof, (a) the Collateral Agents Agent shall have no duty as to the Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent shall not be subject responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Collateral Agent shall be deemed to any fiduciary or other implied duties, regardless have exercised reasonable care in the custody of whether a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security Document, its possession if the Collateral Agents shall not have any duty is accorded treatment substantially equal to disclose, that which it accords its own property and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable responsible for any action taken loss or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or diminution in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance value of any of the covenantsCollateral, agreements by reason of the act or omission of any carrier, forwarding agency or other terms agent or conditions set forth herein, (iv) bailee selected by the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered Collateral Agent in good faith. Notwithstanding anything in this Security Agreement to the Collateral Agents. Each contrary and for the avoidance of doubt, the Collateral Agent shall be entitled have no duty to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions act outside of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties United States in respect of any actions taken or omitted to be taken by Collateral located in any of them while it was acting as Collateral Agentjurisdiction other than the United States. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Grantors hereby acknowledges and agrees that all of the rights, privileges, protections, indemnities and immunities afforded the Collateral Agents or any other Secured Parties and based on such documents and information Agent under the Indenture are hereby incorporated herein as it shall from time to time deem appropriate, continue to make its own decisions if set forth herein in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunderfull.

The Collateral Agent. Each The Bank of New York Mellon Trust Company, N.A. has been appointed Collateral Agent for the Secured Parties --------------------- hereby irrevocably appoints pursuant to the U.S. Collateral Agent, Indenture. It is expressly understood and each of agreed that any authority conferred upon the Canadian Lenders and the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Collateral Agent hereunder shall have is subject to the same rights and powers in its capacity as a Lender as any other Lender and may exercise terms of the same as though it were not a delegation of authority made by the Secured Parties to the Collateral AgentAgent pursuant to the Indenture, and each that the Collateral Agent has agreed to act (and any successor collateral agent shall act) as such Person hereunder only on the express conditions contained in the Indenture and its Affiliates may accept deposits fromthe other Note Documents. Any successor collateral agent appointed pursuant to the Indenture shall be entitled to all the rights, lend money to interests and generally engage in any kind benefits of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents Agent’s sole duty, other than the obligations under the Intercreditor Agreement, with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall not have any duties or obligations except those expressly set forth herein and be to deal with it in the other Security Documents. Without limiting same manner as the generality Collateral Agent deals with similar property for its own account, subject to the terms of the foregoing, (a) the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security DocumentIntercreditor Agreement. Beyond such duty, the Collateral Agents Agent shall not have no duty as to any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company Collateral in its possession or control or any income thereon or as to preservation of its Subsidiaries that is communicated to or obtained by such Collateral Agent rights against prior parties or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, other rights pertaining thereto and the Collateral Agents Agent shall not be responsible for filing any financing or have continuation statements or recording any duty to ascertain documents or inquire into (i) instruments in any statement, warranty public office at any time or representation made in times or in connection with any Loan Document otherwise perfecting or SunTrust Document, (ii) maintaining the contents perfection of any certificatesecurity interest in the Collateral. In addition, report or the rights, privileges, protections, immunities and benefits given to the Trustee and the Collateral Agent under the Indenture, including, without limitation, the right to be indemnified, are incorporated herein as if set forth herein in full and shall be extended to, and shall be enforceable by, the Collateral Agent hereunder and under the other document delivered Collateral Documents, and by each agent, custodian and other Person employed to act hereunder or thereunder. Without limiting the foregoing, in connection herewith, (iii) no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or under any other agreementCollateral Document arising out of or caused by, instrument directly or documentindirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (vsoftware and hardware) services; it being understood that the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult use reasonable efforts which are consistent with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or accepted practices in the case of banking industry to resume performance as soon as practicable under the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.circumstances

The Collateral Agent. Each of By accepting a Note, each Holder is deemed to have irrevocably appointed the Secured Parties --------------------- hereby irrevocably appoints the U.S. Collateral Agent, and each of the Canadian Lenders and the Issuing Banks with respect Agent to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, act as its agent under the Security Documents and authorizes such irrevocably authorized the Collateral Agent to take such actions (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 it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf behalf. Each Holder agrees that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to exercise such powers as are delegated to such the Collateral Agent by this Indenture and the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Collateral 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 a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunderSecurity Documents. The Collateral Agents shall not Agent will have any no duties or obligations except those expressly set forth herein and in the other Security DocumentsDocuments to which it is party; provided, however that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct. Without limiting Notwithstanding the generality of the foregoing, : (a) The duties and obligations of the Collateral Agents Agent shall not be subject to any fiduciary or other implied duties, regardless determined solely by the express provisions of whether a Default has occurred this Indenture and is continuing, (b) the Security Documents and the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security Document, the Collateral Agents shall not have any duty to disclose, and shall not be liable to any party hereto or to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document. (b) The Collateral Agent shall not be responsible in any manner for the failure to disclosevalidity, any information relating to enforceability or sufficiency of this Indenture, the Company Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of its Subsidiaries that is communicated to any Notes or obtained for any representations made or obligations assumed by such any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or any of its Affiliates in any capacity. None of the Collateral Agents shall inquire into or be liable for any action taken defect or not taken by it with failure in the consent right or at the request title of the Secured Parties holding Obligations in an amount sufficient Grantors to consent to an amendment in accordance with Section 7.09(b) all or in any of the absence of its own gross negligence assets whether such defect or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given failure was known to the Collateral Agents by the Company Agent or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to might have been signed discovered upon examination or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally inquiry and whether capable of remedy or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereundernot.

The Collateral Agent. Each of the Secured Parties --------------------- hereby irrevocably appoints the U.S. Collateral Agent, and each of the Canadian Lenders (a) The Administrative Agent and the Issuing Banks with respect to Canadian Letters of Credit Lenders hereby irrevocably appoints appoint U.S. Bank National Association as the Canadian Collateral Agent, as its agent Agent and authorizes such authorize the Collateral Agent to take such actions action as agent on its their behalf and to exercise such powers under this Agreement and the other Credit Documents as are expressly delegated to the Collateral Agent under such agreements and to exercise such powers as are delegated to such Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Without limiting the foregoing, the Administrative Agent and the Lenders hereby direct and authorize the Collateral Agent hereunder shall have the same rights to execute and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not a Collateral Agentdeliver, and to perform its obligations under, each such Person and its Affiliates may accept deposits from, lend money of the Credit Documents to and generally engage in any kind of business with which the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunderis a party, to exercise all rights, powers and remedies that the Collateral Agent may have under such Credit Documents. The Collateral Agents Agent shall not have act solely as the agent of the Lenders and the Administrative Agent and neither the Borrower nor any other Person shall be a third party beneficiary of the Collateral Agent’s rights and duties or obligations except those expressly set forth herein and in under the other Security Credit Documents. . (b) Without limiting the generality of the foregoing, (a) the Collateral Agents Agent shall not be subject have the sole and exclusive right and authority to any fiduciary or other implied duties, regardless of whether a Default has occurred (i) act as the disbursing and is continuing, (b) collecting agent for the Lenders and the Administrative Agent with respect to all payments and collections arising in connection herewith and with the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powersDocuments, except discretionary rights including, without limitation, apply the Available Amount and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment Variation Margin Amount in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security Document, the Collateral Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None Article VI of the Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust DocumentSecurity Agreement, (ii) execute and deliver each Collateral Document to which it is a party and accept delivery of each such agreement delivered by any Borrower Party, the contents of Equityholder or any certificate, report or other document delivered hereunder or in connection herewithRelated Company, (iii) act as collateral agent for the performance or observance of any Lenders and the Administrative Agent for purposes of the covenantsperfection of all security interests and Liens created by such agreements and all other purposes stated therein, agreements provided, however, that the Lenders hereby appoint, authorize and direct the Administrative Agent and each of its Affiliates to act as collateral sub-agent for the Collateral Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to the Collateral, including the Custodial Account, the Variation Margin Account, the Reserve Account and any other deposit or other terms securities accounts maintained by the Securities Intermediary and cash and Eligible Investments held by a Borrower Party or conditions set forth hereinthe Securities Intermediary on behalf of a Borrower Party, (iv) manage, supervise and otherwise deal with the validityCollateral, enforceabilityas directed by the Administrative Agent, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) take such action, as directed by the satisfaction Administrative Agent, as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any condition set forth hereinother Credit Document, other than to confirm receipt of items expressly required to be delivered exercise all remedies given to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agentthe Lenders with respect to the Collateral under the Credit Documents relating thereto, applicable law or otherwise, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed directed by the and shall have accepted such appointment within 30 days after the retiring Administrative Agent. (c) The Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall may be a bank with an office in New York, New York, removed or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agentresign, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Grantors to a successor Collateral Agent may be appointed, as set forth in Section 5.7 of the Security Agreement. (d) The Collateral Agent shall be enjoy the same as those payable rights, protections, immunities and indemnities granted to its predecessor unless otherwise agreed between it under the Company and such successor. After Collateral Documents, including the Security Agreement, when acting hereunder. (e) Nothing herein shall obligate the Collateral Agent to determine (i) if a Collateral Agent's resignation hereunderWarehouse Asset meets the criteria specified herein, (ii) if the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect conditions for the benefit purchase of such retiring Collateral Agenta Warehouse Asset or the requirements specified in the definition of “Deliver” have been complied with, its sub-agents and their respective Related Parties in respect (iii) the type, classification or Market Value of any actions taken Warehouse Asset or omitted to be taken by (iv) the classification or Domicile of an obligor, any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it willsuch determination, independently and without reliance in each case, being based exclusively upon any of notification the Collateral Agents or any other Secured Parties and based on such documents and information as it shall Agent receives from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunderthe Warehouse Collateral Manager.

The Collateral Agent. Each of the Secured Parties --------------------- hereby irrevocably appoints the U.S. Collateral Agent, and each of the Canadian Lenders and the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such The Collateral Agent has been appointed to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, and shall have the same rights and powers in its capacity as a Lender as right hereunder, to make demands, to give notices, to exercise or refrain from exercising any other Lender and may exercise the same as though it were not a Collateral Agentrights, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations except those expressly set forth herein and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty 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 Notes and the Note Purchase Agreement. In exercising or refraining from exercising any rights or taking or refraining from taking any discretionary action or hereunder, including the exercise any discretionary powersof remedies pursuant to Section 10, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise shall act in accordance with instructions provided in writing by Holders holding more than 50% of the Secured Parties holding Obligations in an outstanding aggregate principal amount sufficient to consent to an amendment in accordance with Section 7.09(bof the Notes (“Requisite Holders”), and (c) except as expressly set forth herein or in any other Security Document, the Collateral Agents shall not have any duty to disclose, and shall not be liable for obligated to exercise any such rights or take any such action absent such instructions. In furtherance of the failure foregoing provisions of this Section, each Holder, by its acceptance of the benefits hereof, agrees that it shall have no right individually to disclose, realize upon any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall hereunder, it being understood and agreed by each Holder that all rights and remedies hereunder may be liable exercised solely by the Collateral Agent for any action taken or not taken by it with the consent or at the request benefit of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it Holders in accordance with the advice terms of any such counsel, accountants or expertsthis Section. The Collateral Agents Agent may perform be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Pledgor and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent signed by Requisite Holders, and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying an instrument in writing delivered to Pledgor and each Holder by the Secured Parties, the other Collateral Agent, the Administrative . No such removal or resignation shall become effective until a successor Collateral Agent or Canadian Agent, as applicable, the Issuing Banks has been appointed pursuant to this paragraph and the Companyhas accepted such appointment. Upon any such removal or resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) Requisite Holders shall have the right, in consultation with upon five (5) Business Days’ notice to the CompanyCollateral Agent, following receipt of the Pledgor’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 successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. If an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the resigning Collateral Agent within thirty (30) days after the giving of such notice of resignation, in consultation with the Company, which shall be resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such banksuccessor Collateral Agent. Upon the acceptance of its any appointment as a Collateral Agent hereunder under the terms of the Notes by a successorsuccessor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring removed or resigning Collateral AgentAgent under this Agreement, and the retiring removed or resigning Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums held in the Account and all 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 removed or resigning Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement. The fees payable On or prior to such acceptance, Pledgor shall use its best efforts to secure execution by the Grantors to a Account Debtor of an AT&T Notice and Consent substantially in the form of Exhibit B hereto in favor of such successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successorAgent. After a any removed or resigning Collateral Agent's ’s resignation hereunderor removal hereunder as the Collateral Agent, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the inure to its benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it under this Agreement while it was acting as the Collateral AgentAgent hereunder. Each Secured Party also acknowledges that it willBy their acceptance of the benefits hereof, independently and without reliance each Holder hereby authorizes the Collateral Agent to release any security interest created under this Agreement upon any item of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time pursuant to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunderSection 3 hereof.

The Collateral Agent. 2.1. General Authority of the Collateral Agent over the Collateral. (a) By acceptance of the benefits of this Agreement and the Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for executing and delivering any amendments to the Security Documents and enforcement of any provisions of this Agreement and the Security Documents against any Grantor or the exercise of remedies hereunder or thereunder, in accordance with and to the extent consistent with this Agreement and the Security Documents, (iii) to agree, except as provided in this Agreement and the Security Documents, that such Secured Party shall not take any action (other than through the Collateral Agent) to enforce any provisions of this Agreement or any Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Security Documents. Each Representative of the Other Secured Parties, for itself and on behalf of such Other Secured Parties, hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent of the Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Representative and Other Secured Parties, as applicable, or in the Collateral Agent's own name, from time to time in the Collateral Agent's discretion, for the purpose of carrying out the terms of this Section 2.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 2.1, including any termination statements, endorsements or other instruments of transfer or release, in accordance with this Agreement and the Security Documents. (b) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the "Collateral Estate") under and subject to the conditions set forth in this Agreement and the Security Documents; and the Collateral Agent further agrees that it will hold such Collateral Estate in trust for the ratable benefit of the Secured Parties --------------------- hereby irrevocably appoints Parties, for the U.S. Collateral Agent, and each enforcement of the Canadian Lenders and the Issuing Banks with respect to Canadian Letters payment of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent all Secured Obligations secured by the terms hereof, together with such actions Collateral (subject to the limitations and powers as are reasonably incidental thereto. Each Person serving as Collateral 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 a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations except those expressly priorities set forth herein and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security Document, the Collateral Agents shall not have any duty to disclose, and shall not be liable security for the failure to disclose, any information relating to the Company or any performance of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken or not taken by it and compliance with the consent or at the request covenants and conditions of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless this Agreement and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) each of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunderDocuments.

The Collateral Agent. Each 9.1. GLAS Trust Company LLC is executing this Security Agreement, not in its individual capacity but solely in its capacity as Collateral Agent under that certain Indenture dated as of February 19, 2025. GLAS Trust Company LLC has been appointed Collateral Agent for the Secured Parties --------------------- hereby irrevocably appoints hereunder pursuant to Section 10.7 of the U.S. Indenture. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Collateral AgentAgent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Indenture, and each 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 Article VII of the Canadian Lenders and Indenture. In acting hereunder, the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such Collateral Agent shall be entitled to take such actions on its behalf all the rights, powers, protections, immunities, and to exercise such powers indemnities under the Indenture as are delegated to such Collateral Agent by if the terms hereofsame were set forth herein, together with such actions mutatis mutandis and shall survive any termination of this Security Agreement. The permissive rights, benefits and powers as are reasonably incidental thereto. Each Person serving as granted to the Collateral Agent hereunder shall have not be construed as duties. All discretionary acts hereunder (including the same rights and powers in its capacity as a Lender as exercise of any other Lender and may exercise remedies) shall be taken by the same as though it were not a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunderpursuant to the terms of the Indenture and at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding. The Collateral Agents Agent shall not have any duties or obligations except those expressly set forth herein and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required entitled to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b)its rights, powers and (c) except as expressly set forth herein duties hereunder through agents, experts or in any other Security Document, the Collateral Agents shall not have any duty to disclose, designees and shall not be liable responsible for the acts of any such parties appointed with due care. 9.2. The Collateral Agent shall not be responsible in any manner whatsoever for and makes no representation as to the validity or sufficiency of this Security Agreement or for or in respect of the recitals contained herein, all of which recitals are made solely by the applicable Grantor. 9.3. The powers conferred on the Collateral Agent hereunder are solely to protect its security interest in the Collateral. Notwithstanding any provision contained in this Security Agreement, the Collateral Agent shall have no duty to exercise any of the rights, privileges or powers afforded to it hereunder and shall not be responsible to any Grantor or any other Person for any failure to disclosedo so or delay in doing so. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty or liability as to any information relating Collateral or as to the Company taking of any necessary steps to exercise or preserve any rights against prior parties or any other rights, privileges or powers pertaining to any Collateral. The Collateral Agent shall be deemed to 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 the Collateral Agent accords its own property. Neither the Collateral Agent nor any of its Subsidiaries that is communicated to directors, officers, employees or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents agents shall be liable for failure to demand, collect or realize upon all or any action taken part of the Collateral or not taken by it with the consent for any delay in doing so or at shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Secured Parties holding Obligations Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in an amount sufficient to consent to an amendment in accordance with connection therewith shall be payable by each Grantor under Section 7.09(b) or in 7.7 of the absence of its own gross negligence or wilful misconductIndenture. 9.4. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents Agent shall not be responsible for or make any representation as to the existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Liens. The Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting, monitoring or maintaining the perfection of any Lien or security interest in the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise maintaining the Collateral. It is expressly agreed, to the maximum extent permitted by applicable law, that the Collateral Agent shall have no responsibility for taking any duty action to ascertain protect against any diminution in value of the Collateral, but, in each case (A) subject to the requirement that the Collateral Agent may not act or inquire into omit to take any action if such act or omission would constitute gross negligence or willful misconduct and (iB) the Collateral Agent may do so and all expenses reasonably incurred in connection therewith shall be part of the Secured Obligations. 9.5. Nothing in this Security Agreement constitutes the Collateral Agent as an agent, trustee or fiduciary of the Company or any statementGrantor or as trustee or fiduciary for the Noteholders under the Indenture. The duties of the Collateral Agent under this Security Agreement and the other Security Documents are solely mechanical and administrative in nature. The relationship between the Collateral Agent and the Noteholders is that of principal and agent only. The Collateral Agent is not responsible or liable for the adequacy, warranty accuracy or representation made completeness of any information (whether oral or written) supplied by the Company, any Grantor or any other Person in or in connection with the Indenture, this Security Agreement or any Loan Security Document or SunTrust Document, (ii) the contents of any certificate, report transactions contemplated herein or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document therein or any other agreement, instrument arrangement or documentdocument entered into, made or (v) executed in anticipation of, under or in connection with the satisfaction Indenture, this Security Agreement or any other Security Document. 9.6. In the event that the Collateral Agent holds a mortgage on real property, and is directed by the Holders of a majority in aggregate principal amount of the Notes then outstanding to foreclose on that mortgage and the Collateral Agent reasonably believes the real property to have associated environmental liabilities, the Collateral Agent reserves the right to not take such foreclosure action until it has received indemnity acceptable to it. 9.7. No provision of this Security Agreement, the Indenture or any of the other Security Documents shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any condition set forth hereinof its duties under this Security Agreement, the Indenture or any of the other than Security Documents or the exercise of any of its rights or powers. If it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of moneys necessary to confirm receipt of items expressly required perform work or to be delivered take the action requested is not reasonably assured to it, the Collateral AgentsAgent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including an advance of moneys necessary to take the action requested. 9.8. Each The Collateral Agent shall be entitled under no obligation or duty to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for take any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in under this paragraph, any Collateral Agent may resign at any time by notifying the Secured PartiesSecurity Agreement, the other Collateral Agent, the Administrative Agent Indenture or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the other Security Documents or otherwise if taking such action (i) would subject the Collateral Agents Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any other Secured Parties and based on such documents and information as jurisdiction where it shall from time to time deem appropriate, continue to make its own decisions in taking or is not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunderthen so qualified.

The Collateral Agent. Each A. The Collateral Agent shall hold in accordance with this Agreement all items of the Secured Parties --------------------- hereby irrevocably appoints Collateral at any time received under this Agreement. It is expressly understood and agreed that the U.S. Collateral Agent, and each obligations of the Canadian Lenders Collateral Agent as holder of the Collateral and the Issuing Banks interests therein and with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement. The Collateral Agent, as its agent Agent shall act hereunder on the terms and authorizes such conditions set forth herein and shall have no liability to any Secured Creditor in so acting. B. No single Secured Creditor shall have the right to cause the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Collateral 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 a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations except those expressly set forth herein and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security Document, the Collateral Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given respect to the Collateral Agents by the Company or a Lender, and the Collateral Agents Agent shall not be responsible for take such action with respect to the Collateral as directed by the Required Secured Creditors consistent with the terms and conditions of this Agreement. If the Collateral Agent shall request instructions from the Required Secured Creditors with respect to any act or have any duty action (including failure to ascertain or inquire into (iact) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Documentthis Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely uponrefrain from such act or taking such action unless and until it shall have received instructions from the Required Secured Creditors, and to the extent requested, appropriate indemnification in respect of actions to be taken; and the Collateral Agent shall not incur liability to any liability for relying uponPerson by reason of so refraining. Without limiting the foregoing, no Secured Creditor shall have any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by right of action whatsoever against the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by as a result of the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any acting or refraining from action taken or not taken by it hereunder in accordance with the advice instructions of any such counsel, accountants or experts. the Required Secured Creditors as aforesaid. C. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents Agent has been appointed as agent for the Banks hereunder by the applicable Collateral Agent. Each Collateral Agent Banks and any such sub-agent may perform any and all shall be entitled to the benefits of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions Section 10 of the preceding paragraphs shall apply to Credit Agreement, MUTATIS MUTANDIS. By requesting, asserting, accepting or enforcing any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation benefits hereunder, the Indenture Trustee and the holders of the Debentures agree that the provisions of this Section 7.17 and Section 10.03 10 of the Credit Agreement shall continue in effect for apply, MUTATIS MUTANDIS, to their relationship with the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

The Collateral Agent. Each of the Secured Parties --------------------- Parties, by its acceptance of the benefits hereof, hereby irrevocably appoints the U.S. Collateral Agent, and each of the Canadian Lenders and the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, Agent as its agent and authorizes such the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such the Collateral Agent by the terms hereofof this Agreement and the Security Documents, together with such actions and powers as are reasonably incidental thereto. Each Person The bank serving as the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Senior Lender as any other Senior Lender and may exercise the same as though it were not a the Collateral Agent, and each such Person bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company Companies or any Subsidiary Grantor or other Affiliate thereof as if it were not a the Collateral Agent hereunder. The Collateral Agents Agent shall not have any duties or obligations except those expressly set forth herein in this Agreement and in the other Security Documents. The Collateral Agent shall make available for inspection by any Secured Party, upon request of the Representative of such Secured Party, each certificate or other paper furnished to the Collateral Agent by any Loan Party under or in respect of this Agreement, any Security Document or any portion of the Collateral Estate. The Companies hereby consent to the disclosure of such requested documents by the Collateral Agent to the Secured Parties. Without limiting the generality of the foregoing, (a) the Collateral Agents Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default default under the Credit Agreement or the Indenture has occurred and is continuing, (b) the Collateral Agents Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other the Security Document Documents that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient Instructing Group pursuant to consent to an amendment in accordance with Section 7.09(b)this Agreement, and (c) except as expressly set forth herein or in any other this Agreement and the Security DocumentDocuments, the Collateral Agents Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the either Company or any of its Subsidiaries Grantor that is communicated to or obtained by such the bank serving as Collateral Agent or any of its Affiliates in any capacity. None of the The Collateral Agents Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient Instructing Group pursuant to consent to an amendment in accordance with Section 7.09(b) this Agreement, or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents Agent shall be deemed not to have knowledge of any Default default or event of default under the Senior Loan Documents or the Noteholder Documents, unless and until written notice thereof is given to the Collateral Agents Agent by the either Company or a Lenderany Representative, as applicable, and the Collateral Agents Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Senior Loan Document or SunTrust Noteholder Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Senior Loan Documents or Noteholder Documents, (iv) the validity, enforceability, effectiveness or genuineness of any Senior Loan Document, any SunTrust Document Documents or Noteholder Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth hereinin Article IV of the Existing Credit Agreement or elsewhere in any Senior Loan Document or Noteholder Document, other than to confirm receipt of items expressly required to be delivered to the Collateral AgentsAgent under the Senior Loan Documents or the Noteholder Documents. Each Whenever in the performance of its duties under this Agreement, the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to either Company, any Grantor or any other Person in connection with the taking, suffering or omitting of any action hereunder by the Collateral Agent, such matter may be conclusively deemed to be proved or established by a certificate purporting to be executed by an officer of such Person. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying uponwith respect to any action taken, suffered or omitted in reliance upon any such certificate, or any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person Person, and shall not incur any liability for relying thereon. Each The Collateral Agent may consult with legal counsel (who may be counsel for any Grantorthe Companies), independent accountants and other experts selected by it it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents Agent may perform any and all their its duties and exercise their its rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each The Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents Agent and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any the Collateral Agent may resign at any time by notifying the Secured PartiesSenior Lenders, the other Collateral AgentTrustee, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks Representative of any Other Secured Party and the CompanyCompanies. Upon any such resignationresignation and so long as the Discharge of Senior Credit Agreement Claims has not occurred, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) Required Lenders shall have the right, in consultation with the CompanyCompanies, to appoint a successor. If , and if no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, Agent which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bankbank (unless otherwise agreed by the Companies and the Required Lenders). Upon any such resignation of the acceptance Collateral Agent after the Discharge of Senior Credit Agreement Claims has occurred, the Majority Secured Parties shall have the right, in consultation with the Companies, to appoint a successor, and if no successor shall have been so appointed and shall have accepted such appointment within 15 days after the retiring Collateral Agent gives notice of its resignation, then the Trustee shall be appointed the successor Collateral Agent. If the Trustee shall not have accepted such appointment, the Collateral Agent, the Companies or the Majority Secured Parties may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor shall have been appointed and shall have accepted such appointment as above provided. Upon its appointment as a Collateral Agent hereunder by hereunder, a successor, 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 hereunder. Any successor Collateral Agent shall execute and deliver an appropriate supplement or amendment to this Agreement and other necessary amendments or supplements to the Security Documents to effect such appointment. The fees payable by the Grantors Companies to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Companies and such successor. After a the Collateral Agent's resignation hereunder, the provisions of this Section 7.17 2.3 and Section 10.03 of the Credit Agreement 2.4 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

The Collateral Agent. Each of Wilmington Trust, National Association has been appointed Collateral Agent for the Secured Parties --------------------- hereby irrevocably appoints hereunder pursuant to, in the U.S. Collateral Agentcase of the Holders, Section 13.08 of the Indenture, and, in the case of the holders of the Other Second Priority Obligations, if any, the corresponding provision of such Other Second Priority Document, if any, and each of the Canadian Lenders applicable Accession Agreement. It is expressly understood and the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent agreed by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as parties to this Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Indenture, such Other Second Priority Document, if any, or the Accession Agreement, as applicable, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall have act) as such hereunder only on the same rights express conditions contained in the Indenture and powers any Accession Agreement. Any successor Collateral Agent appointed in accordance with the terms of the Indenture Documents or the Other Second Priority Documents, as applicable, shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. It is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely in its capacity as a Lender as any other Lender and may exercise the same as though it were not a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations except those expressly set forth herein and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by for the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b)under the Indenture Documents and the Other Second Priority Documents, if any, and (c) except as expressly set forth herein not in its individual or in any other Security Documentcorporate capacity. In acting hereunder, the Collateral Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely uponall of the rights, privileges, immunities, indemnities and benefits granted to the Collateral Agent under the Indenture Documents, including, without limitation, those set forth in Article 13 of the Indenture, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory corresponding provisions of the preceding paragraphs shall apply to Other Second Priority Documents, if any, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraphIndenture Document or Other Second Priority Document, any Collateral Agent may resign at any time by notifying the Secured Partiesif any, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 entitled to the rights, privileges, immunities, indemnities and obligations hereunder. The fees payable by the Grantors benefits granted to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunderthe Indenture Documents and the Other Second Priority Documents, if any.

The Collateral Agent. (a) Each of Lender, the Secured Parties --------------------- hereby irrevocably appoints the U.S. Collateral Agent, and each of the Canadian Lenders Administrative Agent and the Issuing Banks Bank hereby irrevocably (i) designate FRG as Collateral Agent under this Agreement and the other Loan Documents, (ii) authorize the Collateral Agent to enter into the Collateral Documents and the other Loan Documents to which it is a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Section 2.20, Section 2.24 or Section 7.04, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the remaining Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. (b) Each Lender, the Issuing Bank and each Secured Party that is owed any Canadian Liabilities hereby irrevocably designate Bank of America, N.A. [acting through its Canada branch] as the Canadian Agent under this Agreement and the other Loan Documents with respect to the Collateral hypothecated and granted as security by the Canadian Letters of Credit Borrower. The Lenders, the Issuing Bank and each Secured Party that is owed any Canadian Liabilities each hereby irrevocably appoints authorizes the Canadian Collateral Agent, as its agent and authorizes such Collateral Agent (i) to take such actions on its behalf enter into the Security Documents to which it is a party and to exercise such powers as are delegated to such Collateral Agent by the terms hereofperform its duties and obligations thereunder, together with such actions and all powers as are reasonably incidental thereto. Each Person serving as Collateral 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 a Collateral Agent, and each such Person (ii) agree and its Affiliates may accept deposits from, lend money consent to and generally engage in any kind all of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations except those expressly set forth herein and in provisions of the other Security Documents. All Collateral from the Canadian Borrower shall be held or administered by the Canadian Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties who are owed any Canadian Liabilities. Any proceeds received by the Canadian Agent from the foreclosure, sale, lease or other disposition of any of the Collateral from the Canadian Borrower and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents from the Canadian Borrower shall be applied as provided in Section 2.20, Section 2.24 or Section 7.04, as applicable. The Canadian Agent shall have no duties or responsibilities except as set forth in this Agreement and the remaining Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Canadian Agent. (c) Without limiting the generality of the foregoing, for the purposes of creating a solidarite active in accordance with article 1541 of the Civil Code of Quebec between each Secured Party that is owed any Canadian Liabilities, taken individually, on the one hand, and the Canadian Agent, on the other hand, each of the Canadian Borrower and each such Secured Party acknowledge and agree with the Canadian Agent that such Secured Party and the Agent are hereby conferred the legal status of solidary creditors of the Canadian Borrower in respect of all Obligations and Canadian Liabilities, present and future, owed by the Canadian Borrower to each such Secured Party and the Canadian Agent (acollectively, for the purposes of this paragraph, the "solidary claim"). Accordingly, but subject (for the avoidance of doubt) to article 1542 of the Collateral Agents shall not be Civil Code of Quebec, the Canadian Borrower is irrevocably bound towards the Canadian Agent and each such Secured Party in respect of the entire solidary claim of the Canadian Agent and such Secured Party. As a result of the foregoing, the Canadian Borrower confirms and agrees that subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, subparagraph (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security Documentabove, the Collateral Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Agent and each of its Secured Parties holding at least 51% of the total Obligations of the who are owed Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall Liabilities from time to time deem appropriatea party to this Agreement by way of assignment or otherwise are solidary and as regards the Obligations and the Canadian Liabilities owing from time to time to each such Secured Party, continue each of the Canadian Agent and such Secured Party is entitled, when permitted pursuant to make its own decisions Section 7.02 to: (i) demand payment of all outstanding amounts from time to time in taking or not taking action respect of the Canadian Liabilities; (ii) exact the whole performance of such Canadian Liabilities from the Canadian Borrower; (iii) benefit from the Canadian Agent's Liens and the Collateral in respect of such Canadian Liabilities; (iv) give a full acquittance of such Canadian Liabilities (each Secured Party that is owed Canadian Liabilities hereby agreeing to be bound by any such acquittance); and (v) exercise all rights and recourses under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunderthe Loan Documents with respect to those Canadian Liabilities. The Canadian Liabilities of the Canadian Borrower will be secured by the Canadian Agent's Liens and the Collateral and the Canadian Agent and the Secured Parties who are owed Canadian Liabilities will have a solidary interest therein.

The Collateral Agent. Each (a) By execution and delivery hereof, each Benefitted Party hereby appoints State Street Bank and Trust Company of California, N.A. as Collateral Agent and its representative hereunder and under the Security Documents and authorizes the Collateral Agent to act as such hereunder and thereunder on behalf of each such Benefitted Party. The Collateral Agent agrees to act as such upon the express conditions contained in this Agreement. In performing its functions and duties under this Agreement and the Security Documents, the Collateral Agent shall act solely as agent of the Secured Benefitted Parties --------------------- hereby irrevocably appoints to the U.S. Collateral Agentextent, but only to the extent, provided in this Agreement and does not assume, and each shall not be deemed to have assumed, any obligation towards or relationship of agency, fiduciary or trust with or for any other Person, other than as set forth in the Canadian Lenders and the Issuing Banks Security Documents. (b) The Collateral Agent shall take any action with respect to Canadian Letters the Collateral and/or the Security Documents only as directed in accordance with Section 5(a) hereof; provided that the Collateral Agent shall not be obligated to follow any directions given in accordance with Section 5(a) hereof to the extent that the Collateral Agent has received advice from its counsel to the effect that such directions are in conflict with any provisions of Credit hereby irrevocably appoints law, this Agreement, the Canadian Security Documents or any order of any court or administrative agency; provided further that the Collateral AgentAgent shall not, as its agent and under any circumstances, be liable to any Benefitted Party or any other person for following the written directions received in accordance with Section 5(a) hereof. Any directions given pursuant to Section 5(a) hereof may be withdrawn or modified by the party or parties who originally gave such directions by delivering written notice of withdrawal or modification to the Collateral Agent prior to the time when the Collateral Agent takes any action pursuant to such directions. (c) Each Benefitted Party authorizes such the Collateral Agent to take such actions action on its such Benefitted Party's behalf and to exercise such powers hereunder as are specifically delegated to such the Collateral Agent by the terms hereofhereof and of the Security Documents, together with such actions and powers as are reasonably incidental thereto. Each Person serving as The Collateral Agent hereunder shall have only those duties and responsibilities that are expressly specified in this Agreement and 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 a Collateral AgentSecurity Documents, and each it may perform such Person and duties by or through its Affiliates may accept deposits fromagents or employees. Nothing in this Agreement or the Security Documents, lend money express or implied, is intended to and generally engage in any kind of business with or shall be construed as imposing upon the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties obligations in respect of this Agreement or obligations except those expressly set forth herein and in the other such Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) Documents except as expressly set forth herein herein. (d) The Collateral Agent shall not be responsible to any Benefitted Party for the execution, effectiveness, genuineness, validity, perfection, enforceability, collectibility, value or sufficiency of the Collateral or the Security Documents or for any representations, warranties, recitals or statements made in any document executed in connection with the Obligations or made in any written or oral statement or in any financial or other Security Documentstatements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by or on behalf of the Collateral Agents shall not have Company and its subsidiaries to any duty Benefitted Party or be required to disclose, and shall not be liable for ascertain or inquire as to the failure to disclose, any information relating to performance or observance by the Company or any of its Subsidiaries that is communicated to subsidiaries or obtained by such any other pledgor or guarantor of any of the terms, conditions, provisions, covenants or agreements contained in any document executed in connection with the Obligations or of the existence or possible existence of any Triggering Event. (e) The Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall not be liable to any Benefitted Party for any action taken or not taken by it with omitted hereunder or under the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) Security Documents or in connection herewith or therewith except to the absence of its own extent caused by the Collateral Agent's gross negligence or wilful willful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely uponrely, and shall not incur be fully protected in relying, upon any liability for relying upon, any notice, request, certificate, consent, written statement, instrument, instrument or document or other writing believed by it to be genuine and correct and to have been signed or sent by the proper Person. Each Collateral Agent also may person or persons and, except as otherwise specifically provided in this Agreement, shall be entitled to rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person written direction of the Required Creditors (as defined in Section 5(a)) certifying that the persons signing such direction constitute the "Required Creditors," and shall not incur any liability for be entitled to rely and shall be fully protected in relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor)on opinions and judgments of counsel, independent accountants accountants, experts and other experts professional advisors selected by it in good faith and with due care. The Collateral Agent shall be entitled to refrain from exercising any power, discretion or authority vested in it under this Agreement or the Security Documents unless and until it has obtained the directions in accordance with Section 5(a) hereof with respect to the matters covered thereby. The Collateral Agent shall be entitled to request from each Benefitted Party a certificate setting out the amount of the respective Obligations held by it (including, without limitation, amounts representing principal, Contingent L/C Obligations or interest of such Obligations for purposes of calculating distributions pursuant to Section 2(c)). (f) Each Benefitted Party agrees not to take any action whatsoever to enforce any term or provision of the Security Documents or to enforce any of its rights in respect of the Collateral, in each case except through the Collateral Agent acting in accordance with this Agreement. (g) The Company and each of its subsidiaries which is party to this Agreement, by its execution of the signature page of this Agreement, agrees to pay and save the Collateral Agent harmless from liability for payment of all costs and expenses of the Collateral Agent in connection with this Agreement and the Security Documents, other than liabilities, costs and expenses resulting from the Collateral Agent's gross negligence or willful misconduct. Each Benefitted Party severally agrees to indemnify the Collateral Agent, pro rata (to the extent set forth in the penultimate sentence of this Section 4(g)), to the extent the Collateral Agent shall not have been reimbursed by or on behalf of the Company or from proceeds of the Collateral or otherwise, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses (including, without limitation, reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in performing its duties hereunder or under the Security Documents in its capacity as the Collateral Agent in any way relating to or arising out of this Agreement, the Security Documents and/or the Collateral; provided that no Benefitted Party shall be liable for any action taken portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or not taken disbursements resulting from the Collateral Agent's gross negligence, willful misconduct or breach of the express terms of this Agreement. For purposes of this Section 4(g), any pro rata calculation shall be on the basis of the outstanding principal amount of the Obligations (determined by it assuming that all Obligations are denominated in accordance U.S. Dollars based upon the Applicable Exchange Rate) held by or for each Benefitted Party at the time of the act, omission or transaction giving rise to the reimbursement or indemnity required by this Section 4(g). The provisions of this Section 4(g) shall survive the payment in full of all the Obligations and the termination of this Agreement and all other documents executed in connection with the advice of any such counsel, accountants or experts. Obligations. (h) The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying giving sixty (60) days' prior written notice thereof to the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks Benefitted Parties and the Company, subject to the acceptance of its appointment by a successor Collateral Agent simultaneously with or prior to any resignation of the Collateral Agent. Upon any such notice of resignation, the Secured Parties holding Obligations Required Creditors (as defined in an amount sufficient to consent to an amendment in accordance with Section 7.09(b5(a) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantorsbelow) shall have the right, in consultation with the Company, right to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. The Collateral Agent may be removed at any time with or without cause, by an instrument in consultation with writing delivered to the CompanyCollateral Agent, which shall be a bank with an office the Company and the other Benefitted Parties by the Required Creditors (as defined in New York, New York, or Toronto, as applicable, or an Affiliate of any such bankSection 5(a) below). Upon the acceptance of its any appointment as a Collateral Agent hereunder by a successorsuccessor Collateral Agent, 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, and the retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the Security Documents; provided, however, that the retiring or removed Collateral Agent will continue to remain liable for all acts of, or the omission to act by, such retiring or removed Collateral Agent which occurred prior to such retirement or removal. The fees payable by the Grantors to a If no successor Collateral Agent shall be have been so appointed and shall have accepted such appointment within forty-five (45) days after the same as those payable retiring Collateral Agent's giving of notice of resignation, then, upon five days' prior written notice to its predecessor unless otherwise agreed between the Company and the Benefitted Parties, the retiring Collateral Agent may, on behalf of the Benefitted Parties, appoint a successor Collateral Agent, which shall be a bank or trust company organized under the laws of the United States or any state thereof (or under the laws of a foreign country and having a branch or agency located in the United States) having a combined capital and surplus of at least $500,000,000, and the short term unsecured debt obligations of which are rated at least P-1 by ▇▇▇▇▇'▇ Investors Service or A-1 by Standard & Poor's, or any affiliate of such successorbank. After a any retiring or removed Collateral Agent's resignation hereunderor removal hereunder as Collateral Agent, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the inure to its benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting the Collateral Agent under this Agreement and the Security Documents. (i) Except as expressly set forth herein, the Collateral Agent. Each Secured Party also acknowledges that it willAgent and each of its affiliates may accept deposits from, independently lend money to and generally engage in any kind of banking, trust, financial advisory or other business with the Company or any affiliate thereof, and may accept fees and other consideration from the Company or any affiliate thereof for services in connection with this Agreement and otherwise without reliance upon having to account for the same to any Benefitted Party. (j) The Collateral Agent shall not be liable for or by reason of (i) any failure or defect in the registration, filing or recording of any of the Collateral Agents Security Documents, or any other Secured Parties notice, caveat or financing statement with respect to the foregoing, or (ii) any failure to do any act necessary to constitute, perfect and based on such documents and information as it shall from time maintain the priority of the security interest created by the Security Documents. (k) Notwithstanding anything to time deem appropriate, continue to make its own decisions the contrary contained in taking or not taking action under or based upon this Agreement, any related agreement Agreement or any document furnished hereunder executed in connection with any of the Obligations, the Collateral Agent, unless it shall have actual knowledge thereof, shall not be deemed to have any knowledge of any Triggering Event unless and until it shall have received written notice from the Company or thereunderany Benefitted Party describing such Triggering Event in reasonable detail (including, to the extent known, the date of occurrence of the same). (l) Upon receipt by the Collateral Agent of any direction by the Required Creditors, all of the Benefitted Parties will be bound by such direction.

The Collateral Agent. Each of (a) Marine Midland Bank is hereby appointed as the Secured Parties --------------------- hereby irrevocably appoints the U.S. "Collateral Agent, and each of the Canadian Lenders and the Issuing Banks with respect ," to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as serve in such capacity until its agent and authorizes such Collateral Agent successor is duly appointed pursuant to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Collateral 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 a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunderSection 12.13(e) below. The Collateral Agents Agent hereby accepts such appointment and acknowledges that it is acting in such capacity for the benefit of the holders of Secured Obligations. The Collateral Agent shall not have any no duties or obligations responsibilities except those expressly set forth herein in this Article XII of this Indenture or any Agreement With Collateral Agent entered into pursuant to Section 12.14, and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents Agent, in such capacity, shall not be subject a trustee for any Person or have any other fiduciary obligation to any fiduciary or other implied dutiesPerson (including, regardless without limitation, any obligation under the Trust Indenture Act of whether a Default has occurred and is continuing1939, (bas amended) by reason of the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable provisions of this Article XII. The Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), may employ agents and (c) except as expressly set forth herein or in any other Security Document, the Collateral Agents shall not have any duty to disclose, attorneys- in-fact and shall not be liable responsible, except as to cash or securities received by it or its authorized agents, for the failure to disclose, negligence or misconduct of any information relating to such agents or attorneys-in-fact selected by it with reasonable care. Neither the Company or Collateral Agent nor any of its Subsidiaries that is communicated to directors, officers, employees or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents agents shall be liable or responsible for any action taken or not omitted to be taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered them hereunder or in connection herewith, (iii) except for its or their own negligence or willful misconduct. For as long as the performance or observance of any Trustee acts as the Collateral Agent, the Collateral Agent shall have the rights and immunities, including indemnification, of the covenants, agreements or other terms or conditions Trustee as set forth herein, in Article VII. (ivb) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each The Collateral Agent shall be entitled to rely uponupon any certification, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document notice or other writing communication (including any thereof by telex, telecopy, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by on behalf of the proper Person or Persons, and shall not incur any liability for relying thereon. Each Collateral Agent may consult with upon advice and statements of legal counsel (who may be including counsel for any Grantorto the Company or the Pledgors), independent accountants and other experts selected by it the Collateral Agent. As to any matters not expressly provided for in this Indenture, the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with instructions given by the Trustee and/or the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness as specified in Section 12.8(b), and shall not be liable for any action taken or not taken failure to act pursuant thereto shall be binding on all Pledgors and holders of Secured Obligations. Notwithstanding anything to the contrary herein, the Collateral Agent shall in all cases be permitted to rely on notice from the Trustee as to whether there has occurred and is continuing an Event of Default under this Indenture and on notice from the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness as to whether there has occurred and is continuing an event of default under the instruments governing such Permitted Lien Indebtedness. (c) Except for action expressly required of the Collateral Agent hereunder, the Collateral Agent shall, notwithstanding anything to the contrary herein, in all cases be fully justified in failing or refusing to act hereunder unless and until it shall be further indemnified to its satisfaction by the holders of the Secured Obligations against any and all loss, cost, expense or liability which may be incurred by it in accordance with the advice by reason of taking or refusing to take any such counsel, accountants or expertsaction. The Collateral Agents Agent shall not be required to take any action that is in its opinion contrary to law or to the terms of this Indenture or, except with respect to determining who may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by direct the applicable Collateral Agent. Each Collateral Agent and to act or refrain from taking action, any such sub-agent may perform instrument governing any and all Permitted Lien Indebtedness, or which would in its opinion subject it or any of its duties officers, employees or directors to liability. (d) Except as expressly provided herein, the Collateral Agent shall have no duty to take any affirmative steps with respect to the collection of amounts payable in respect to the Pledged Collateral. (i) Until such time as the Secured Obligations shall have been paid in full, the Collateral Agent may at any time, by giving written notice to the Company and exercise its rights the Trustee (if the Collateral Agent is not then the Trustee) and powers through its respective Related Parties. The exculpatory provisions the appropriate agent(s) or other representative(s) of the preceding paragraphs shall apply to holders of any such sub-agent Permitted Lien Indebtedness resign and to the Related Parties be discharged of the Collateral Agents and any responsibilities hereby created, such sub-agent. Subject resignation to become effective upon (x) the appointment and acceptance of a successor Collateral Agent and (y) the acceptance of such appointment by such successor Collateral Agent. As promptly as provided in this paragraph, practicable after the giving of any Collateral Agent may resign at any time by notifying the Secured Partiessuch notice, the other Company shall appoint a successor Collateral Agent, which successor Collateral Agent shall be approved by the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks Trustee and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(bappropriate agent(s) or other representative(s) of the Security Agreement holders of any Permitted Lien Indebtedness (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) which approval shall have the right, in consultation with the Company, to appoint a successornot be unreasonably withheld). If no successor Collateral Agent shall have been so be appointed by the and shall have accepted such appointment within 30 90 days after the retiring Collateral Agent gives the aforesaid notice of its resignation, then the retiring Collateral Agent may, on behalf or the Trustee or the appropriate agent(s) or other representative(s) of the Secured Parties, holders of any Permitted Lien Indebtedness may apply to any court of competent jurisdiction to appoint a successor Collateral AgentAgent to act until such time, if any, as a successor shall have been appointed as provided in consultation with this clause (e)(i). Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Company, with the approval of the Trustee and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness (which approval shall not be a bank with an office in New York, New York, or Torontounreasonably withheld), as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a provided above in this clause (i) The Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all may be removed at any time at the rights, powers, privileges and duties written direction of the retiring Collateral AgentRequisite Obligees, with notice delivered to the Trustee, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness and the retiring Company. (ii) If at any time the Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Agent for any other cause (other than a resignation governed by the Grantors to preceding clause (e)(i)), a successor Collateral Agent shall be appointed by the Company, with the approval of the Trustee and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness (such approval not to be unreasonably withheld). If no successor Collateral Agent has been appointed by the Company within 90 days after such vacancy is created, the Trustee and/or such agent(s) or other representative(s) may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor shall have been appointed as provided in this clause (e)(ii). The powers, duties, authority and title of the predecessor Collateral Agent shall be terminated and cancelled without procuring the resignation of such predecessor and without any other formality (except as may be required by applicable law) other than appointment and designation of a successor by the Company in the manner set forth above, in writing duly acknowledged and delivered to the predecessor, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness and the Trustee. Such appointment and designation shall be full evidence of the right and authority to make the same as those payable and of all the facts therein recited, and this Indenture, the instruments governing any Permitted Lien Indebtedness and any Agreement With Collateral Agent entered into pursuant to Section 12.14 shall vest in such successor, without any further act, deed or conveyance, all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor unless otherwise agreed between shall, nevertheless, on the written request of the Trustee, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness, the Company or the successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder by it or its agents to such successor. After . (iii) The Collateral Agent who has resigned or been removed shall be entitled to fees, costs and expenses to the extent incurred or arising, or relating to events occurring, before its resignation or removal. (f) Every successor Collateral Agent appointed pursuant to clause (e), above, shall be a bank or trust company in good standing and having power to act as Collateral Agent hereunder, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having its principal office within the 48 contiguous States and shall also have capital, surplus and undivided profits of not less than $50,000,000, if there be such an institution with such capital, surplus and undivided profits willing, qualified and able to accept the agency hereunder upon reasonable or customary terms. (g) Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent's resignation hereunder, shall be a party, or any person succeeding to all or substantially all of the corporate trust business of the Collateral Agent, shall be Collateral Agent under this Indenture without the execution or filing of any paper or any further act on the part of any party hereto. (h) The Pledgors (jointly and severally) will upon demand pay to the Collateral Agent the amount of any and all reasonable expenses (including the reasonable fees and expenses of its counsel) which the Collateral Agent may incur in connection with (i) the administration of the provisions of this Section 7.17 and Section 10.03 of Article XII, (ii) the Credit Agreement shall continue in effect for custody or preservation of, or the benefit of such retiring Collateral Agentsale of, its sub-agents and their respective Related Parties in respect of any actions taken collection from or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it willother realization upon, independently and without reliance upon any of the Pledged Collateral Agents or (iii) the exercise or enforcement of any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunderof the rights of the Collateral Agent hereunder.

The Collateral Agent. Each of (a) Marine Midland Bank is hereby appointed as the Secured Parties --------------------- hereby irrevocably appoints the U.S. "Collateral Agent, and each of the Canadian Lenders and the Issuing Banks with respect ," to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as serve in such capacity until its agent and authorizes such Collateral Agent successor is duly appointed pursuant to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Collateral 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 a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunderSection 12.13(e) below. The Collateral Agents Agent hereby accepts such appointment and acknowledges that it is acting in such capacity for the benefit of the holders of Secured Obligations. The Collateral Agent shall not have any no duties or obligations responsibilities except those expressly set forth herein in this Article XII of this Indenture or any Agreement With Collateral Agent entered into pursuant to Section 12.14, and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents Agent, in such capacity, shall not be subject a trustee for any Person or have any other fiduciary obligation to any fiduciary or other implied dutiesPerson (including, regardless without limitation, any obligation under the Trust Indenture Act of whether a Default has occurred and is continuing1939, (bas amended) by reason of the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable provisions of this Article XII. The Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), may employ agents and (c) except as expressly set forth herein or in any other Security Document, the Collateral Agents shall not have any duty to disclose, attorneys-in-fact and shall not be liable responsible, except as to cash or securities received by it or its authorized agents, for the failure to disclose, negligence or misconduct of any information relating to such agents or attorneys-in-fact selected by it with reasonable care. Neither the Company or Collateral Agent nor any of its Subsidiaries that is communicated to directors, officers, employees or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents agents shall be liable or responsible for any action taken or not omitted to be taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered them hereunder or in connection herewith, (iii) except for its or their own negligence or willful misconduct. For as long as the performance or observance of any Trustee acts as the Collateral Agent, the Collateral Agent shall have the rights and immunities, including indemnification, of the covenants, agreements or other terms or conditions Trustee as set forth herein, in Article VII. (ivb) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each The Collateral Agent shall be entitled to rely uponupon any certification, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document notice or other writing communication (including any thereof by telex, telecopy, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by on behalf of the proper Person or Persons, and shall not incur any liability for relying thereon. Each Collateral Agent may consult with upon advice and statements of legal counsel (who may be including counsel for any Grantorto the Company or the Pledgors), independent accountants and other experts selected by it the Collateral Agent. As to any matters not expressly provided for in this Indenture, the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with instructions given by the Trustee and/or the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness as specified in Section 12.8(b), and shall not be liable for any action taken or not taken failure to act pursuant thereto shall be binding on all Pledgors and holders of Secured Obligations. Notwithstanding anything to the contrary herein, the Collateral Agent shall in all cases be permitted to rely on notice from the Trustee as to whether there has occurred and is continuing an Event of Default under this Indenture and on notice from the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness as to whether there has occurred and is continuing an event of default under the instruments governing such Permitted Lien Indebtedness. (c) Except for action expressly required of the Collateral Agent hereunder, the Collateral Agent shall, notwithstanding anything to the contrary herein, in all cases be fully justified in failing or refusing to act hereunder unless and until it shall be further indemnified to its satisfaction by the holders of the Secured Obligations against any and all loss, cost, expense or liability which may be incurred by it in accordance with the advice by reason of taking or refusing to take any such counsel, accountants or expertsaction. The Collateral Agents Agent shall not be required to take any action that is in its opinion contrary to law or to the terms of this Indenture or, except with respect to determining who may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by direct the applicable Collateral Agent. Each Collateral Agent and to act or refrain from taking action, any such sub-agent may perform instrument governing any and all Permitted Lien Indebtedness, or which would in its opinion subject it or any of its duties officers, employees or directors to liability. (d) Except as expressly provided herein, the Collateral Agent shall have no duty to take any affirmative steps with respect to the collection of amounts payable in respect to the Pledged Collateral. (i) Until such time as the Secured Obligations shall have been paid in full, the Collateral Agent may at any time, by giving written notice to the Company and exercise its rights the Trustee (if the Collateral Agent is not then the Trustee) and powers through its respective Related Parties. The exculpatory provisions the appropriate agent(s) or other representative(s) of the preceding paragraphs shall apply to holders of any such sub-agent Permitted Lien Indebtedness resign and to the Related Parties be discharged of the Collateral Agents and any responsibilities hereby created, such sub-agent. Subject resignation to become effective upon (x) the appointment and acceptance of a successor Collateral Agent and (y) the acceptance of such appointment by such successor Collateral Agent. As promptly as provided in this paragraph, practicable after the giving of any Collateral Agent may resign at any time by notifying the Secured Partiessuch notice, the other Company shall appoint a successor Collateral Agent, which successor Collateral Agent shall be approved by the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks Trustee and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(bappropriate agent(s) or other representative(s) of the Security Agreement holders of any Permitted Lien Indebtedness (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) which approval shall have the right, in consultation with the Company, to appoint a successornot be unreasonably withheld). If no successor Collateral Agent shall have been so be appointed by the and shall have accepted such appointment within 30 90 days after the retiring Collateral Agent gives the aforesaid notice of its resignation, then the retiring Collateral Agent may, on behalf or the Trustee or the appropriate agent(s) or other representative(s) of the Secured Parties, holders of any Permitted Lien Indebtedness may apply to any court of competent jurisdiction to appoint a successor Collateral AgentAgent to act until such time, if any, as a successor shall have been appointed as provided in consultation with this clause (e)(i). Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Company, with the approval of the Trustee and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness (which approval shall not be a bank with an office in New York, New York, or Torontounreasonably withheld), as applicable, or an Affiliate of any such bankprovided above in this clause (e)(i). Upon the acceptance of its appointment as a The Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all may be removed at any time at the rights, powers, privileges and duties written direction of the retiring Collateral AgentRequisite Obligees, with notice delivered to the Trustee, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness and the retiring Company. (ii) If at any time the Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Agent for any other cause (other than a resignation governed by the Grantors to preceding clause (e)(i)), a successor Collateral Agent shall be appointed by the Company, with the approval of the Trustee and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness (such approval not to be unreasonably withheld). If no successor Collateral Agent has been appointed by the Company within 90 days after such vacancy is created, the Trustee and/or such agent(s) or other representative(s) may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor shall have been appointed as provided in this clause (e)(ii). The powers, duties, authority and title of the predecessor Collateral Agent shall be terminated and cancelled without procuring the resignation of such predecessor and without any other formality (except as may be required by applicable law) other than appointment and designation of a successor by the Company in the manner set forth above, in writing duly acknowledged and delivered to the predecessor, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness and the Trustee. Such appointment and designation shall be full evidence of the right and authority to make the same as those payable and of all the facts therein recited, and this Indenture, the instruments governing any Permitted Lien Indebtedness and any Agreement With Collateral Agent entered into pursuant to Section 12.14 shall vest in such successor, without any further act, deed or conveyance, all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor unless otherwise agreed between shall, nevertheless, on the written request of the Trustee, the appropriate agent(s) or other representative(s) of the holders of Permitted Lien Indebtedness, the Company or the successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder by it or its agents to such successor. After . (iii) The Collateral Agent who has resigned or been removed shall be entitled to fees, costs and expenses to the extent incurred or arising, or relating to events occurring, before its resignation or removal. (f) Every successor Collateral Agent appointed pursuant to clause (e), above, shall be a bank or trust company in good standing and having power to act as Collateral Agent hereunder, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having its principal office within the 48 contiguous States and shall also have capital, surplus and undivided profits of not less than $50,000,000, if there be such an institution with such capital, surplus and undivided profits willing, qualified and able to accept the agency hereunder upon reasonable or customary terms. (g) Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent's resignation hereunder, shall be a party, or any person succeeding to all or substantially all of the corporate trust business of the Collateral Agent, shall be Collateral Agent under this Indenture without the execution or filing of any paper or any further act on the part of any party hereto. (h) The Pledgors (jointly and severally) will upon demand pay to the Collateral Agent the amount of any and all reasonable expenses (including the reasonable fees and expenses of its counsel) which the Collateral Agent may incur in connection with (i) the administration of the provisions of this Section 7.17 and Section 10.03 of Article XII, (ii) the Credit Agreement shall continue in effect for custody or preservation of, or the benefit of such retiring Collateral Agentsale of, its sub-agents and their respective Related Parties in respect of any actions taken collection from or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it willother realization upon, independently and without reliance upon any of the Pledged Collateral Agents or (iii) the exercise or enforcement of any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunderof the rights of the Collateral Agent hereunder.

The Collateral Agent. Each of the Secured Parties --------------------- 12.1 The Holder hereby irrevocably appoints authorizes the U.S. Collateral Agent, on behalf of and each for the benefit of all Holders of the Canadian Lenders Notes, to be the agent for and representative of the Issuing Banks Holders with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral AgentSecurity Documents, as its agent and authorizes such Collateral Agent to take such actions action on its such Holder’s behalf and to exercise such powers powers, rights and remedies hereunder and under the Security Documents as are specifically delegated or granted to such the Collateral Agent by the terms hereofhereof and thereof, together with such actions powers, rights and powers remedies as are reasonably incidental thereto. Each Person serving as The Collateral Agent hereunder shall have only those duties and responsibilities that are expressly specified herein and 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 a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunderSecurity Documents. The Collateral Agents shall not have any Agent may exercise such powers, rights and remedies and perform such duties by or obligations except those expressly set forth through its agents or employees. The Collateral Agent hereby agrees to act upon the express conditions contained herein and in the other Security Documents, as applicable. Without limiting the generality The Collateral Agent shall not have, by reason hereof or any of the foregoingSecurity Documents, (a) a fiduciary relationship in respect of any Holder; and nothing herein or any of the Security Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Collateral Agents shall not be subject to Agent any fiduciary obligations in respect hereof or other implied duties, regardless any of whether a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) Documents except as expressly set forth herein or in therein. 12.2 The provisions of this Section 12 are solely for the benefit of the Collateral Agent and the Holders and none of the Issuer or any other Security Documentof its affiliates or related parties shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, the Collateral Agents Agent shall act solely as an agent of the Holders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Issuer or any of its affiliates or related parties. 12.3 Anything contained in any of the Security Documents to the contrary notwithstanding, the Holder hereby agrees that (i) no Holder shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, the Collateral Agent or any Holder may be the purchaser of any or all of such Collateral at any such sale and the Collateral Agent, as agent for and representative of the Holders collectively as secured parties (but not any Holder or Holders in its or their respective individual capacities unless Requisite Holders (as defined in the Security Agreement) shall otherwise agree in writing) shall be entitled, 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 Collateral Agent at such sale. The Holder, by accepting this Note, shall be deemed to have acknowledged receipt of, and consented to and approved, each Security Document and each other document required to be approved by the Collateral Agent or any Requisite Holders or Holders, as applicable. Without limiting the foregoing, the Holder agrees (i) to the limitations regarding the Collateral Agent’s liabilities set forth in the Security Agreement, and (ii) to indemnify and hold harmless the Collateral Agent pursuant to the terms of the Security Agreement. 12.4 The Holder represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Issuer and its affiliates in connection herewith and that it has made and shall continue to make its own appraisal of the creditworthiness of the Issuer and its affiliates. The Collateral Agent shall not have any duty or responsibility, either initially or on a continuing basis, to disclose, and shall not be liable for the failure to disclose, make any information relating to the Company such investigation or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None appraisal on behalf of the Collateral Agents shall be liable for Holders or to provide any action taken Holder with any credit or not taken by it other information with respect thereto, whether coming into its possession before the consent issuance of the Notes or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) any time or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lendertimes thereafter, and the Collateral Agents Agent shall not be responsible for or have any duty responsibility with respect to ascertain the accuracy of or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents completeness of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered information provided to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunderHolders.

The Collateral Agent. Each of Wilmington Trust, National Association has been appointed Collateral Agent for the Secured Parties --------------------- hereby irrevocably appoints the U.S. Collateral Agent, and each hereunder pursuant to Article XIV of the Canadian Lenders Indenture. It is expressly understood and the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent agreed by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as parties to this Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Indenture, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall have act) as such hereunder only on the same rights express conditions contained in such Articles X and powers Article XIV. Any successor Collateral Agent appointed pursuant to Articles X and XIV of the Indenture shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. It is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely in its capacity as a Lender as any other Lender and may exercise the same as though it were not a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations except those expressly set forth herein and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by for the Secured Parties holding Obligations under the Indenture and not in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) except as expressly set forth herein its individual or in any other Security Documentcorporate capacity. In acting hereunder, the Collateral Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powersprivileges, privileges immunities, indemnities and duties benefits granted to the Collateral Agent under the Indenture, including without limitation those set forth in Articles X and XIV of the retiring Collateral AgentIndenture, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Document, the retiring Collateral Agent shall be discharged from its duties entitled to the rights, privileges, immunities, indemnities and obligations hereunder. The fees payable by benefits granted to it under the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Indenture and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

The Collateral Agent. Each of the Secured Parties --------------------- hereby irrevocably appoints the U.S. Collateral Agent, and each of the Canadian Lenders (a) The Administrative Agent and the Issuing Banks with respect to Canadian Letters of Credit Lenders hereby irrevocably appoints appoint Deutsche Bank National Trust Company as the Canadian Collateral Agent, as its agent Agent and authorizes such authorize the Collateral Agent to take such actions action as agent on its their behalf and to exercise such powers under this Agreement and the other Credit Documents as are expressly delegated to the Collateral Agent under such agreements and to exercise such powers as are delegated to such Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Without limiting the foregoing, the Administrative Agent and the Lenders hereby direct and authorize the Collateral Agent hereunder shall have the same rights to execute and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not a Collateral Agentdeliver, and to perform its obligations under, each such Person and its Affiliates may accept deposits from, lend money of the Credit Documents to and generally engage in any kind of business with which the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunderis a party, to exercise all rights, powers and remedies that the Collateral Agent may have under such Credit Documents. The Collateral Agents Agent shall not have act solely as the agent of the Lenders and the Administrative Agent and neither the Borrower nor any other Person shall be a third party beneficiary of the Collateral Agent’s rights and duties or obligations except those expressly set forth herein and in under the other Security Credit Documents. . (b) Without limiting the generality of the foregoing, (a) the Collateral Agents Agent shall not be subject have the sole and exclusive right and authority to any fiduciary or other implied duties, regardless of whether a Default has occurred (i) act as the disbursing and is continuing, (b) collecting agent for the Lenders and the Administrative Agent with respect to all payments and collections arising in connection herewith and with the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powersDocuments, except discretionary rights including, without limitation, apply the Available Amount and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment Variation Margin Amount in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security Document, the Collateral Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None Article VI of the Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust DocumentSecurity Agreement, (ii) execute and deliver each Collateral Document to which it is a party and accept delivery of each such agreement delivered by the contents of Borrower, any certificate, report Subordinated Lender or other document delivered hereunder or in connection herewiththe Warehouse Collateral Manager, (iii) act as collateral agent for the performance or observance of any Lenders and the Administrative Agent for purposes of the covenantsperfection of all security interests and Liens created by such agreements and all other purposes stated therein, agreements provided, however, that the Lenders hereby appoint, authorize and direct the Administrative Agent and each of its Affiliates to act as collateral sub-agent for the Collateral Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to the Collateral, including the Custodial Account, the Variation Margin Account, the Reserve Account and any other deposit or other terms securities accounts maintained by the Securities Intermediary and cash and Eligible Investments held by the Borrower or conditions set forth hereinthe Securities Intermediary on behalf of the Borrower, (iv) manage, supervise and otherwise deal with the validityCollateral, enforceabilityas directed by the Administrative Agent, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) take such action, as directed by the satisfaction Administrative Agent, as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any condition set forth hereinother Credit Document, other than to confirm receipt of items expressly required to be delivered exercise all remedies given to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agentthe Lenders with respect to the Collateral under the Credit Documents relating thereto, applicable law or otherwise, as applicabledirected by the Administrative Agent. (c) The Collateral Agent may be removed or resign, the Issuing Banks and the Company. Upon any such resignationa successor ▇▇▇▇▇▇▇▇▇▇ Agent may be appointed, the Secured Parties holding Obligations as set forth in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) 5.7 of the Security Agreement Agreement. (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantorsd) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring The Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be enjoy the same as those payable rights, protections, immunities and indemnities granted to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of under the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriateDocuments, continue to make its own decisions in taking or not taking action under or based upon this including the Security Agreement, any related agreement or any document furnished hereunder or thereunderwhen acting hereunder.

The Collateral Agent. Each shall notify the Administrative Agent, each Lender and the Administrative Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the Secured Parties --------------------- hereby irrevocably appoints purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the U.S. Collateral Agent, and each of upon the Canadian Lenders and the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent's demand, as its agent and authorizes in Dollars in immediately available funds, the amount equal to such Lender's Pro Rata Share of each such Collateral Agent Advance. If such funds are not made available to take such actions on its behalf and to exercise such powers as are delegated to such the Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Collateral 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 a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations except those expressly set forth herein and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security DocumentLender, the Collateral Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely uponrecover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Collateral Agent, at the Federal Funds Rate for three Business Days and thereafter at the Reference Rate. (b) The Lenders 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 upon termination of the Total Commitment and payment and satisfaction of all Loans, Letter of Credit Obligations, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or all other writing believed by it to be genuine Obligations which have matured and to have been signed or sent by which the proper Person. Each Collateral Agent also may rely upon any statement made to it orally has been notified in writing are then due and payable; or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken constituting property being sold or not taken by it disposed of in accordance compliance with the advice terms of any such counsel, accountants this Agreement and the other Loan Documents; or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by constituting property in which the Loan Parties owned no interest at the time the Lien was granted or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time thereafter; or (subject to Section 12.02) if approved, authorized or ratified in writing by notifying the Secured PartiesRequired Lenders; or to subordinate any Lien on any property granted to the Collateral Agent to the holder of any Lien on such property permitted by clauses (e) or (h) of the definition of Permitted Liens. Upon request by the Collateral Agent at any time, the other Lenders will confirm in writing the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section 10.08(b). (c) Without in any manner limiting the Collateral Agent's authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the Administrative authority to release Collateral conferred upon the Collateral Agent under Section 10.08(b). Upon receipt by the Collateral Agent of confirmation from the Lenders of its authority to release any particular item or Canadian Agenttypes of Collateral, as applicableand upon prior written request by any Loan Party, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable is hereby irrevocably authorized by the Grantors Lenders to) execute such documents as may be necessary to a successor evidence the release of the Liens granted to the Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of the Agents, the L/C Issuer and the Lenders upon such retiring Collateral; 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 business judgment, its sub-agents would expose the Collateral Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and their respective Related (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Loan Party in respect of) all interests in the Collateral retained by any Loan Party. (d) The Collateral Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists or is owned by the Loan Parties 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 Loan 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 10.08 or in any other Loan Document, it being understood and agreed that in respect of the Collateral, or any actions taken act, omission or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it willevent related thereto, independently and without reliance upon any of the Collateral Agents or Agent may act in any other Secured Parties and based on such documents and information as manner it shall from time to time may deem appropriate, continue in its sole discretion, given the Collateral Agent's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to make its own decisions in taking or not taking action under or based upon this Agreementany other Lender, any related agreement or any document furnished hereunder or thereunderexcept as otherwise provided herein.

The Collateral Agent. Each The Collateral Agent will hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood, acknowledged and agreed by each Notes Secured Parties --------------------- hereby irrevocably appoints Party that by accepting the U.S. Collateral Agent, benefits of this Agreement each such Notes Secured Party acknowledges and each agrees that the obligations of the Canadian Lenders Collateral Agent as holder of the Collateral and the Issuing Banks interests therein and with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Collateral 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 a Collateral Agentdisposition thereof, and each such Person otherwise under this Agreement, are only those expressly set forth in this Agreement, the other Collateral Documents and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunderIndenture Documents. The Collateral Agents Agent shall not have any duties or obligations except those expressly act hereunder on the terms and conditions set forth herein and in the other Security Collateral Documents and the Indenture Documents. The provisions of Article 13 of the Indenture shall inure to the benefit of the Collateral Agent, and shall be binding upon all Pledgors and all Notes Secured Parties, in connection with this Agreement and the other Indenture Documents. Without limiting the generality of the foregoing, (ai) the duties of the Collateral Agents Manager shall be ministerial and administrative in nature and the Collateral Agent shall not be subject to any trust, fiduciary or other implied duties, regardless of whether a an Event of Default has occurred and is continuingcontinuing and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement, the Intercreditor Agreement, the Indenture Documents and the Collateral Documents or otherwise exist against the Collateral Agent and (bii) the Collateral Agents Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document the Indenture Documents that the applicable Collateral Agent is required in writing to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b)the Indenture Documents. Notwithstanding anything to the contrary in this Agreement, and (c) except as expressly set forth herein or in any other Security Document, no event shall the Collateral Agents shall not Agent (i) be liable or responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to disclosebe created by this Agreement (including the preparation, and shall not filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), (ii) be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lenderresponsible for, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statementAgent makes no representation regarding, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness priority of this Agreement or the security interests or Liens intended to be created hereby or (iii) be liable or responsible for any Loan Document, any SunTrust Document failure of the Pledgors or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered party to the Collateral Agents. Each Collateral Agent shall be entitled Intercreditor Agreement or the Indenture Documents to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

The Collateral Agent. Each 2.1 General Authority of the Collateral Agent over the Collateral. (a) By acceptance of the benefits of this Agreement and the Security Documents, each Secured Parties --------------------- Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for executing and delivering any amendments to the Security Documents and enforcement of any provisions of this Agreement and the Security Documents against any Grantor or the exercise of remedies hereunder or thereunder, in accordance with and to the extent consistent with this Agreement and the Security Documents, (iii) to agree, except as provided in this Agreement and the Security Documents, that such Secured Party shall not take any action (other than through the Collateral Agent) to enforce any provisions of this Agreement or any Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Security Documents. Each Representative of the Other Secured Parties, for itself and on behalf of such Other Secured Parties, hereby irrevocably constitutes and appoints the U.S. Collateral Agent and any officer or agent of the Collateral Agent, and each with full power of the Canadian Lenders and the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agentsubstitution, as its agent true and authorizes lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Representative and Other Secured Parties, as applicable, or in the Collateral Agent's own name, from time to time in the Collateral Agent's discretion, for the purpose of carrying out the terms of this Section 2.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 2.1, including any termination statements, endorsements or other instruments of transfer or release, in accordance with this Agreement and the Security Documents. (b) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the "Collateral Estate") under and subject to the conditions set forth in this Agreement and the Security Documents; and the Collateral Agent further agrees that it will hold such Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent Estate in trust for the ratable benefit of the relevant Secured Parties, for the enforcement of the payment of all Secured Obligations secured by the terms hereof, together with such actions relevant Collateral (subject to the limitations and powers as are reasonably incidental thereto. Each Person serving as Collateral 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 a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations except those expressly priorities set forth herein and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security Document, the Collateral Agents shall not have any duty to disclose, and shall not be liable security for the failure to disclose, any information relating to the Company or any performance of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken or not taken by it and compliance with the consent or at the request covenants and conditions of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless this Agreement and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) each of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunderDocuments.

The Collateral Agent. Each of the Secured Parties --------------------- Parties, by its acceptance of the benefits hereof, hereby irrevocably appoints the U.S. Collateral Agent, and each of the Canadian Lenders and the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, Agent as its agent and authorizes such the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such the Collateral Agent by the terms hereofof the Security Documents, together with such actions and powers as are reasonably incidental thereto. Each Person The bank serving as the Collateral 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 a the Collateral Agent, and each such Person bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a the Collateral Agent hereunder. The Collateral Agents Agent shall not have any duties or obligations except those expressly set forth herein and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agents Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other the Security Document Documents that the applicable Collateral Agent is required to exercise in writing by the Required Lenders or the Requisite Secured Parties holding Obligations in an amount sufficient Parties, as applicable, pursuant to consent to an amendment in accordance with Section 7.09(b)Article II hereof, and (c) except as expressly set forth herein or in any other the Security DocumentDocuments, the Collateral Agents Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such the bank serving as Collateral Agent or any of its Affiliates in any capacity. None of the The Collateral Agents Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or the Requisite Secured Parties holding Obligations in an amount sufficient Parties, as applicable, pursuant to consent to an amendment in accordance with Section 7.09(b) Article II hereof, or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents Agent shall be deemed not to have knowledge of any Default, Event of Default or Triggering Event, as applicable, unless and until written notice thereof is given to the Collateral Agents Agent by any Borrower, the Company Administrative Agent or a Lenderthe Senior Note Trustee, as applicable, and the Collateral Agents Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Documentthe Senior Note Indenture, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document or the Senior Note Indenture, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document the Senior Note Indenture or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth hereinin Article IV of the Credit Agreement or elsewhere in any Loan Document or the Senior Note Indenture, other than to confirm receipt of items expressly required to be delivered to the Collateral AgentsAgent under the Loan Documents. Each The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person Person, and shall not incur any liability for relying thereon. Each The Collateral Agent may consult with legal counsel (who may be counsel for any Grantorthe Company), independent accountants and other experts selected by it it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents Agent may perform any and all their its duties and exercise their its rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each The Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for in the Credit Agreement as well as activities as Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any the Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicableLenders, the Issuing Banks Banks, the Senior Note Trustee and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, the Lenders and the Issuing Banks, appoint a successor Collateral Agent, in consultation with the Company, Agent which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bankbank (unless otherwise agreed by the Company and the Required Lenders). Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors Company to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a the Collateral Agent's resignation hereunder, the provisions of this Section 7.17 Article and Section 10.03 of the Credit Agreement 4.03 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

The Collateral Agent. Each of (a) The Company and the Secured Parties --------------------- Guarantors hereby irrevocably appoints the appoint U.S. Bank Trust Company, National Association to act as Collateral Agent, and each Holder, by its acceptance of the Canadian Lenders any Notes and the Issuing Banks with respect Subsidiary Guarantees thereof, irrevocably consents and agrees to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such appointment. The Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Collateral Agent hereunder shall have the same rights privileges, powers and powers immunities as set forth in its capacity as a Lender as this Indenture and the Notes Security Documents. Notwithstanding any other Lender provision to the contrary contained elsewhere in this Indenture or the Notes Security Documents, the duties of the Collateral Agent shall be ministerial and may exercise the same as though it were not a Collateral Agentadministrative in nature, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations responsibilities, except those expressly set forth herein and in the Notes Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Company or any Guarantor and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Notes Security DocumentsDocuments or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoingforegoing sentence, (a) the use of the term “agent” in this Indenture with reference to the Collateral Agents shall Agent is not be subject intended to connote any fiduciary or other implied duties(or express) obligations arising under agency doctrine of any applicable law. Instead, regardless such term is used merely as a matter of whether a Default has occurred market custom, and is continuing, intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Company and the Guarantors hereby agree that the Collateral Agents Agent shall not have any duty hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent, in each case pursuant to take any discretionary action or exercise any discretionary powers, except discretionary rights the terms of the Notes Security Documents and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Notes Security Documents in respect of the Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Notes Security Documents and actions that may be taken thereunder. The Collateral Agent is required to exercise each Holder’s agent for the purpose of perfecting the Holders’ security interest in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment assets which, in accordance with Section 7.09(b)Article 9 of the UCC can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Company, the Trustee shall notify the Collateral Agent thereof and promptly shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. (c) except The Collateral Agent shall be accountable only for amounts that it actually receives as expressly set forth herein or in any other Security Documenta result of the exercise of such powers, and neither the Collateral Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or Agent nor any of its Subsidiaries that is communicated to officers, directors, employees or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for any act or have any duty failure to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered act hereunder or in connection herewithunder any Notes Security Documents to which it is a party, except for its own negligence or willful misconduct. (iiid) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each The Collateral Agent shall be entitled to rely uponseek and shall be fully justified in failing or refusing to take any action under this Indenture, the Notes Security Documents, the First Lien Intercreditor Agreement and, if existing, any Junior Lien Intercreditor Agreement unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Except as otherwise provided in the Notes Security Documents, the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Notes Security Documents or the First Lien Intercreditor Agreement and, if existing, any Junior Lien 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. If the Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any action, the Collateral Agent shall be entitled to refrain from taking such action unless and until the Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Collateral Agent shall not incur liability to any liability for relying uponPerson by reason of so refraining. (e) Except as otherwise explicitly provided herein or in the Notes Security Documents or the First Lien Intercreditor Agreement and, if existing, any noticeJunior Lien Intercreditor Agreement, requestneither the Collateral Agent nor any of its respective officers, certificatedirectors, consentemployees or agents shall be liable for failure to demand, statementcollect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (f) If at any time or times the Trustee shall receive (i) by payment, instrumentforeclosure, document set-off or other writing believed 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 it 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 genuine paid to the Trustee pursuant to Article VI, the Trustee shall promptly turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent such proceeds to be applied by the Collateral Agent pursuant to the terms of this Indenture, the Notes Security Documents and the First Lien Intercreditor Agreement and, if existing, any Junior Lien Intercreditor Agreement. (g) The Collateral Agent shall exercise reasonable care in the custody of any Collateral in its possession or control or any income thereon. The Collateral Agent shall be deemed to have been signed or sent by exercised reasonable care in the proper Person. Each custody of Collateral Agent also may rely upon any statement made in its possession if the Collateral is accorded treatment substantially equal to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability that which they accord similar property held for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it its own benefit and shall not be liable or responsible for any action taken loss or diminution in value of any of the Collateral, including, without limitation, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. The Collateral Agent shall be permitted to use overnight carriers to transmit possessory collateral and shall be not taken liable for any items lost or damages in transmit. (h) With respect to Notes Security Documents to be executed after the Issue Date, upon the receipt by the Collateral Agent of a written request of the Company signed by an Officer (a “Security Document Order”), which shall confirm that the security documents being delivered to the First Lien Notes Collateral Agent for execution are final and acceptable to the Company, the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, any Notes Security Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to, and is a Security Document Order referred to in, this Section 1407(h), (ii) certify that all covenants and conditions precedent, if any, to the execution and delivery of such Notes Security Document have been complied with and (iii) instruct the Collateral Agent to execute and enter into such Notes Security Document. The Holders, by their acceptance of the Notes, hereby authorize and direct the Collateral Agent to execute such Notes Security Documents. (i) With respect to any intercreditor agreement executed after the Issue Date related to the issuance of Additional Senior Class Debt (as defined in the First Lien Intercreditor Agreement) permitted under the terms of this Indenture that is secured by Liens on the Collateral that is junior to the Liens securing the Notes, upon receipt by the Collateral Agent of a Security Document Order, the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, the Junior Lien Intercreditor Agreement. Such Security Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to, and is a Security Document referred to in this Section 1407(i), (ii) certify that the Junior Lien Intercreditor complies with the terms of this Indenture and the Notes Security Documents and that all covenants and conditions precedent, if any, under this Indenture and the Notes Security Documents to such execution and delivery have been complied with and (iii) instruct the Collateral Agent to execute and enter into the Junior Lien Intercreditor Agreement. The Holders, by their acceptance of the Notes, authorize and direct the Collateral Agent to execute such agreements and the Collateral Agent shall be entitled to conclusively rely on such Security Document Order. (j) The Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Notes Security Documents or the First Lien Intercreditor Agreement and to the extent not prohibited under the Notes Security Documents or First Lien Intercreditor Agreement, for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the advice provisions of Section 606 and the other provisions of this Indenture. (k) In acting under this Indenture, the First Lien Intercreditor Agreement or any such counselNotes Security Document, accountants or experts. the Collateral Agent shall have all the rights and protections provided hereunder and in the Notes Security Documents as well as the rights and protections afforded to the Trustee (including its rights to be compensated, reimbursed and indemnified under Section 707). (l) The Collateral Agents may perform Agent shall not be charged with knowledge of (A) any and all their duties and exercise their rights and powers by events or through other information, or (B) any one default under this Indenture or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties other agreement unless a Trust Officer of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any shall have actual knowledge thereof. (m) The Collateral Agent may resign at any time by notifying notice to the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks Trustee and the Company, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. Upon The Collateral Agent may be removed by the Company at any such resignationtime, upon thirty (30) days written notice to the Collateral Agent. If the Collateral Agent resigns or is removed under this Indenture, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) Company shall have the right, in consultation with the Company, to appoint a successorsuccessor collateral agent. If no successor shall have been so collateral agent is appointed by the and shall have has accepted such appointment within 30 thirty (30) days after the Collateral Agent gave notice of resignation or was removed, the retiring Collateral Agent gives notice of its resignation, then may (at the retiring Collateral Agent may, on behalf expense of the Secured PartiesCompany), at its option, appoint a successor Collateral Agent, in consultation with Agent or petition a court of competent jurisdiction for the Company, which shall be appointment of a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such banksuccessor. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successorsuccessor collateral agent hereunder, such successor collateral agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring or removed Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successorterminated. After a the retiring Collateral Agent's ’s resignation or removal hereunder, the provisions of this Section 7.17 1407 (and Section 10.03 of the Credit Agreement 707) shall continue in effect for to inure to its benefit and the benefit retiring or removed Collateral Agent shall not by reason of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of resignation or removal be deemed to be released from liability as to any actions taken or omitted to be taken by any of them it while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action Agent under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunderIndenture.

The Collateral Agent. Each Scopia Holdings LLC is hereby appointed Collateral Agent for the Noteholders hereunder. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the Secured Parties --------------------- hereby irrevocably appoints delegation of authority made by the U.S. Noteholders to the Collateral Agent, and each 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 this Article 9. Any successor Collateral Agent appointed pursuant to this Article 9 shall be entitled to all the rights, interests and benefits of the Canadian Lenders and the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental theretohereunder. Each Any Person serving as Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender Noteholder as any other Lender Noteholder and may exercise the same as though it were not a the Collateral Agent, and the term “Noteholder” or “Noteholders” shall, unless otherwise expressly indicated, unless the context otherwise requires or unless such Person is in fact not a Noteholder, include each such Person serving as Collateral Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Noteholder or other Party to the Company Note Documents or any Subsidiary subsidiary of any Noteholder or other Party to the Note Documents or other Affiliate thereof as if it were not a the Collateral Agent hereunder. The Noteholders acknowledge that, pursuant to such activities, the Collateral Agents Agent or its Affiliates may receive information regarding any Noteholder or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Noteholder or such Affiliate) and acknowledge that the Collateral Agent shall not be under any obligation to provide such information to them. The Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the other Security Note Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred or Event of Default exists, and the use of the term “agent” herein and in the other Note Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; it being understood that such term is used merely as a matter of market custom, and is continuingintended to create or reflect only an administrative relationship between independent contracting parties, (b) the Collateral Agents Agent shall not have any duty to take any discretionary action or exercise any discretionary powerspower, except discretionary rights and powers that are expressly contemplated hereby or by any other Security Document that the applicable Note Documents and which the Collateral Agent is required to exercise in writing as directed by the Secured Parties holding Obligations Noteholders; provided that the Collateral Agent shall not be required to take any action that, in an amount sufficient its opinion or the opinion of its counsel, may expose the Collateral Agent to consent liability or that is contrary to an amendment in accordance with Section 7.09(b)any Note Document or applicable laws, and (c) except as expressly set forth herein or in any other Security Documentthe Note Documents, the Collateral Agents Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such the Person serving as Collateral Agent or any of its Affiliates in any capacity. None of the The Collateral Agents Agent shall not be liable to the Noteholders for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) Noteholders or in the absence of its own gross negligence or wilful willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Collateral Agents Agent shall not be deemed not to have knowledge of the existence of any Default or Event of Default unless and until written notice thereof is given to the Collateral Agents Agent by the Company or a Lenderany Noteholder, and the Collateral Agents Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Note Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewithwith any Note Document, (iii) the performance or observance of any of the covenantscovenant, agreements agreement or other terms term or conditions condition set forth hereinin any Note Document or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Note Document or any other agreement, instrument or document, or (v) the creation, perfection or priority of any Lien on the Collateral or the existence, value or sufficiency of the Collateral, (vi) the satisfaction of any condition set forth hereinin Article III of the Note Purchase Agreement or elsewhere in any Note Document, other than to confirm receipt of items expressly required to be delivered to the Collateral AgentsAgent or (vii) any property, book or record of any Noteholder or any Affiliate thereof. Each By accepting the benefits of this Security Agreement and each other Note Document, each Noteholder expressly acknowledges and agrees that this Security Agreement may be enforced only by the action of the Collateral Agent, and that such Noteholder shall not have any right individually to seek to enforce or to enforce this Security Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent shall be entitled to rely upon, for the benefit of the Noteholders upon the terms of this Security Agreement and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or the other writing believed by it to be genuine and to have been signed or sent by the proper PersonNote Documents. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each The Collateral Agent may consult with legal rely on advice of counsel (who may as to whether any or all UCC financing statements of the Grantors need to be counsel for amended. If any Grantor)Grantor fails to provide information to the Collateral Agent about such changes on a timely basis, independent accountants and other experts selected by it and the Collateral Agent shall not be liable or responsible to any Noteholder for any action taken or not taken by it failure to maintain a perfected security interest in accordance with such Grantor’s property constituting Collateral, for which the advice of any Collateral Agent needed to have information relating to such counsel, accountants or expertschanges. The Collateral Agents may perform Agent shall have no duty to inquire about such changes if any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by Grantor does not inform the applicable Collateral Agent. Each Collateral Agent of such changes, the Noteholders acknowledging and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of agreeing that it would not be feasible or practical for the Collateral Agents and any Agent to search for information on such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as changes if such information is not provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunderGrantor.

The Collateral Agent. (a) Each of Lender, the Secured Parties --------------------- hereby irrevocably appoints the U.S. Collateral Agent, and each of the Canadian Lenders Administrative Agent and the Issuing Banks with respect to Canadian Letters of Credit Bank hereby irrevocably appoints (i) designate Bank of America as Collateral Agent under this Agreement and the Canadian Collateral Agentother Loan Documents, as its agent and authorizes such (ii) authorize the Collateral Agent to take such actions on its behalf enter into the Security Documents and the other Loan Documents to which it is a party and to exercise such powers as are delegated to such Collateral Agent by the terms hereofperform its duties and obligations thereunder, together with such actions and all powers as are reasonably incidental thereto. Each Person serving as , (iii) agree and consent to all of the provisions of the Security Documents and (iv) acknowledge and agree that, notwithstanding any provisions of the Loan Documents to the contrary, the Collateral Agent hereunder will not obtain a perfected security interest in the Borrowers’ Intellectual Property applied for or registered in jurisdictions outside of the United States or Canada as of the Effective Date. All Collateral shall have be held or administered by the same rights Collateral Agent (or its duly-appointed agent) for its benefit and powers in its capacity as a Lender as for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other Lender and may exercise proceeds received pursuant to the same terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as though it were not a Collateral Agentprovided in Sections 2.18, and each such Person and its Affiliates may accept deposits from2.22, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof 7.4, as if it were not a Collateral Agent hereunderapplicable. The Collateral Agents Agent shall not have no duties or responsibilities except as set forth in this Agreement and the remaining Loan Documents, nor shall it have any duties fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or obligations except those expressly set forth herein and in liabilities shall be read into the other Security Documents. Loan Documents or otherwise exist against the Collateral Agent. (b) Without limiting the generality of the foregoing, (a) foregoing Section 8.2(a),for the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless purposes of whether creating a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment solidarité active in accordance with Section 7.09(b)article 1541 of the Civil Code of Québec between each Secured Party that is owed any Canadian Liabilities, taken individually, on the one hand, and the Collateral Agent, on the other hand, each Canadian Credit Party and each such Secured Party acknowledge and agree with the Collateral Agent that such Secured Party and the Collateral Agent are hereby conferred the legal status of solidary creditors of the Canadian Credit Parties in respect of all Canadian Liabilities, present and future, owed by any Canadian Credit Party to each such Secured Party and the Collateral Agent (c) except as expressly set forth herein or in any other Security Documentcollectively, for the purposes of this paragraph, the Collateral Agents shall not have any duty to disclose“solidary claim”). Accordingly, and shall not be liable but subject (for the failure avoidance of doubt) to disclosearticle 1542 of the Civil Code of Québec, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Canadian Credit Parties are irrevocably bound towards the Collateral Agent or any and each such Secured Party in respect of its Affiliates in any capacity. None the entire solidary claim of the Collateral Agents shall be liable for any action taken or not taken by it with Agent and such Secured Party. As a result of the consent or at foregoing, the request Canadian Credit Parties confirm and agree that subject to Section 8.2(a), above, the rights of the Collateral Agent and each of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or are owed Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall Liabilities from time to time deem appropriate, continue a party to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement Agreement or any document furnished hereunder of the other Loan Documents by way of assignment or thereunderotherwise are solidary and, as regards the Canadian Liabilities owing from time to time to each such Secured Party, each of the Collateral Agent and such Secured Party is entitled, when permitted pursuant to Section 8.2, to: (i) demand payment of all outstanding amounts from time to time in respect of the Canadian Liabilities; (ii) exact the whole performance of such Canadian Liabilities from the Canadian Credit Parties; (iii) benefit from the Collateral Agent’s Liens in the Collateral in respect of such Canadian Liabilities; (iv) give a full acquittance of such Canadian Liabilities (each Secured Party that is owed Canadian Liabilities hereby agreeing to be bound by any such acquittance); and (v) exercise all rights and recourses under the Loan Documents with respect to those Canadian Liabilities. The Canadian Liabilities of the Canadian Credit Parties will be secured by the Collateral Agent’s Liens in the Collateral and the Collateral Agent and the Secured Parties who are owed Canadian Liabilities will have a solidary interest therein.

The Collateral Agent. Each The Collateral Agent will hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood, acknowledged and agreed by each Secured Parties --------------------- hereby irrevocably appoints Party that by accepting the U.S. Collateral Agent, benefits of this Agreement each such Secured Party acknowledges and each agrees that the obligations of the Canadian Lenders Collateral Agent as holder of the Collateral and the Issuing Banks interests therein and with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Collateral 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 a Collateral Agentdisposition thereof, and each such Person otherwise under this Agreement, are only those expressly set forth in this Agreement, the other Facility Documents and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunderLoan Agreement. The Collateral Agents Agent shall not have any duties or obligations except those expressly act hereunder on the terms and conditions set forth herein and in the other Security Facility Documents and the Loan Agreement. The provisions of Article VIII of the Loan Agreement shall inure to the benefit of the Collateral Agent, and shall be binding upon all Pledgors and all Secured Parties, in connection with this Agreement and the other Facility Documents. Without limiting the generality of the foregoing, (ai) the Collateral Agents Agent shall not be subject to any trust, fiduciary or other implied duties, regardless of whether a an Event of Default has occurred and is continuingcontinuing and no implied covenants, responsibilities, duties, obligations or liabilities against the Collateral Agent shall be read into this Agreement and (bii) the Collateral Agents Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document the Facility Documents that the applicable Collateral Agent is required in writing to exercise in writing by the Secured Parties holding Obligations Required Lenders. Notwithstanding anything to the contrary in an amount sufficient to consent to an amendment this Agreement, in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security Document, no event shall the Collateral Agents shall not Agent (i) be liable or responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to disclosebe created by this Agreement (including the preparation, and shall not filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), (ii) be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lenderresponsible for, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statementAgent makes no representation regarding, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness priority of this Agreement or the security interests or Liens intended to be created hereby or (iii) be liable or responsible for any Loan Document, any SunTrust Document failure of the Pledgors or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered party to the Collateral Agents. Each Collateral Agent shall be entitled Intercreditor Agreement or the Facility Documents to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

The Collateral Agent. (a) Each of Lender, the Secured Parties --------------------- hereby irrevocably appoints the U.S. Collateral Agent, and each of the Canadian Lenders Administrative Agent and the Issuing Banks with respect to Canadian Letters of Credit Bank hereby irrevocably appoints (i) designate Bank of America as Collateral Agent under this Agreement and the Canadian Collateral Agentother Loan Documents, as its agent and authorizes such (ii) authorize the Collateral Agent to take such actions on its behalf enter into the Security Documents and the other Loan Documents to which it is a party and to exercise such powers as are delegated to such Collateral Agent by the terms hereofperform its duties and obligations thereunder, together with such actions and all powers as are reasonably incidental thereto. Each Person serving as , (iii) agree and consent to all of the provisions of the Security Documents and (iv) acknowledge and agree that, notwithstanding any provisions of the Loan Documents to the contrary, the Collateral Agent hereunder will not obtain a perfected security interest in the Borrowers’ Intellectual Property applied for or registered in jurisdictions outside of the United States or Canada as of the Effective Date. All Collateral shall have be held or administered by the same rights Collateral Agent (or its duly-appointed agent) for its benefit and powers in its capacity as a Lender as for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other Lender and may exercise proceeds received pursuant to the same terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as though it were not a Collateral Agentprovided in Sections 2.18, and each such Person and its Affiliates may accept deposits from2.22, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof 7.4, as if it were not a Collateral Agent hereunderapplicable. The Collateral Agents Agent shall not have no duties or responsibilities except as set forth in this Agreement and the remaining Loan Documents, nor shall it have any duties fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or obligations except those expressly set forth herein and in liabilities shall be read into the other Security Documents. Loan Documents or otherwise exist against the Collateral Agent. (b) Without limiting the generality of the foregoingforegoing Section 8.2(a), (a) for the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless purposes of whether creating a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment solidarité active in accordance with Section 7.09(b)article 1541 of the Civil Code of Québec between each Secured Party that is owed any Canadian Liabilities, taken individually, on the one hand, and the Collateral Agent, on the other hand, each Canadian Credit Party and each such Secured Party acknowledge and agree with the Collateral Agent that such Secured Party and the Collateral Agent are hereby conferred the legal status of solidary creditors of the Canadian Credit Parties in respect of all Canadian Liabilities, present and future, owed by any Canadian Credit Party to each such Secured Party and the Collateral Agent (c) except as expressly set forth herein or in any other Security Documentcollectively, for the purposes of this paragraph, the Collateral Agents shall not have any duty to disclose“solidary claim”). Accordingly, and shall not be liable but subject (for the failure avoidance of doubt) to disclosearticle 1542 of the Civil Code of Québec, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Canadian Credit Parties are irrevocably bound towards the Collateral Agent or any and each such Secured Party in respect of its Affiliates in any capacity. None the entire solidary claim of the Collateral Agents shall be liable for any action taken or not taken by it with Agent and such Secured Party. As a result of the consent or at foregoing, the request Canadian Credit Parties confirm and agree that subject to Section 8.2(a), above, the rights of the Collateral Agent and each of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or are owed Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall Liabilities from time to time deem appropriate, continue a party to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement Agreement or any document furnished hereunder of the other Loan Documents by way of assignment or thereunderotherwise are solidary and, as regards the Canadian Liabilities owing from time to time to each such Secured Party, each of the Collateral Agent and such Secured Party is entitled, when permitted pursuant to Section 8.2, to: (i) demand payment of all outstanding amounts from time to time in respect of the Canadian Liabilities; (ii) exact the whole performance of such Canadian Liabilities from the Canadian Credit Parties; (iii) benefit from the Collateral Agent’s Liens in the Collateral in respect of such Canadian Liabilities; (iv) give a full acquittance of such Canadian Liabilities (each Secured Party that is owed Canadian Liabilities hereby agreeing to be bound by any such acquittance); and (v) exercise all rights and recourses under the Loan Documents with respect to those Canadian Liabilities. The Canadian Liabilities of the Canadian Credit Parties will be secured by the Collateral Agent’s Liens in the Collateral and the Collateral Agent and the Secured Parties who are owed Canadian Liabilities will have a solidary interest therein.

The Collateral Agent. (a) By accepting a Note, each Holder will be deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Notes Security Documents and the Intercreditor Agreement and to have 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 Notes Security Documents, the Intercreditor Agreement or other documents to which it is a party, together with any other incidental rights, powers and discretions; and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. Each of the Secured Parties --------------------- Holders hereby irrevocably appoints exempts the U.S. Collateral AgentAgent from any restrictions on representing several persons and self-dealing under any applicable law, and each in particular from the restrictions of Section 181 of the Canadian Lenders and German Civil Code (Bürgerliches Gesetzbuch), in each case to the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes extent legally possible for such Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Collateral 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 a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations except those expressly set forth herein and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, Holder. (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable The Collateral Agent is required authorized and empowered to exercise in writing by appoint one or more subagents or co-collateral agents as it deems necessary or appropriate, including without limitation the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(bBank Collateral Agent (and any successor Bank Collateral Agent), and . (c) except The Collateral Agent shall have all the rights and protection provided in the Notes Security Documents as expressly set forth herein well as the rights and protections afforded to the Trustee in Sections 7.2 and 7.6 hereof; provided, however, that the Issuers shall not reimburse any expense or in indemnify against any other Security Documentloss, liability or expense incurred by the Collateral Agent through the Collateral Agent’s own willful misconduct, gross neglience or bad fath. (d) Subject to Section 7.1 hereof, none of the Trustee, the Collateral Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall their respective officers, directors, employees, attorneys or agents will be responsible or liable for any action taken the existence, genuineness, value or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge protection of any Default unless and until written notice thereof is given to Collateral, for the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validitylegality, enforceability, effectiveness or genuineness sufficiency of the Notes Security Documents, for the creation, perfection, priority, sufficiency or protection of any Loan Document, any SunTrust Document Lien securing the Notes or any other agreementdefect or deficiency as to any such matters. (e) Subject to the Notes Security Documents, instrument except as directed by the Trustee as required or documentpermitted by this Indenture, or the Holders acknowledge that the Collateral Agent will not be obligated: (vi) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any Lien securing the Notes; or (iii) to take any other action whatsoever with regard to any or all Liens securing the Notes, the Notes Security Documents or the Collateral. (f) In acting as Collateral Agent, co-collateral agent or sub-collateral agent, the Collateral Agents. Each Collateral Agent shall be entitled to rely uponAgent, each co-collateral agent and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also each sub-collateral agent may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any enforce each and all of its duties the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (g) The Collateral Agent is hereby appointed and authorized to act as the person holding the power of attorney of creditors (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Québec; in such capacity, the “Attorney”) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued and secured pursuant to a deed of hypothec and to exercise its such rights and powers through its respective Related Partiesduties as are conferred upon a fondé de pouvoir under any such deed of hypothec and applicable laws (with the power to delegate any such rights or duties) subject to the terms hereof. The exculpatory provisions Moreover, without prejudice to such appointment and authorization to act as Attorney, the Collateral Agent is hereby appointed and authorized to act as agent and custodian (in such capacity, the “Collateral Custodian”) for and on behalf of itself and the Holders to hold, and to be the sole registered holder of, any bond, debenture or other title of indebtedness which may be issued under or secured by any deed of hypothec, the whole notwithstanding Section 32 of the preceding paragraphs Act respecting the special powers of legal persons (Quebec) or any other applicable law. For greater certainty, the Collateral Agent, in acting as Attorney and Collateral Custodian, shall apply to any such sub-agent have the same rights, powers, immunities, indemnities and to the Related Parties exclusions for liability as are prescribed in favour of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraphIndenture, any Collateral Agent may resign at any time by notifying which shall apply mutatis mutandis. In the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) event of the Security Agreement (or in the case resignation and appointment of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent also shall act as Attorney and Collateral Custodian. Any Person who becomes a Holder shall be deemed to have consented to and confirmed: (i) the same Attorney as those payable the person holding the power of attorney as aforesaid and to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunderhave ratified, the provisions of this Section 7.17 and Section 10.03 as of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agentdate it becomes a Holder, its sub-agents and their respective Related Parties in respect of any all actions taken or omitted by the Attorney in such capacity, and (ii) the Collateral Custodian as the agent and custodian as aforesaid and to be have ratified, as of the date it becomes a Holder, all actions taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on Custodian in such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereundercapacity.

The Collateral Agent. Each of By accepting a Note, each Holder is deemed to have irrevocably appointed the Secured Parties --------------------- hereby irrevocably appoints the U.S. Collateral Agent, and each of the Canadian Lenders and the Issuing Banks with respect Agent to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, act as its agent under the Security Documents and authorizes such irrevocably authorized the Collateral Agent to take such actions on its behalf (i) perform the duties and exercise the rights, powers and discretions that are specifically given to exercise such powers as are delegated it under the Security Documents or other documents to such Collateral Agent by the terms hereofwhich it is a party, together with such actions any other incidental rights, powers and powers as are reasonably incidental thereto. Each Person serving as discretions, and (ii) execute each document expressed to be executed by the Collateral Agent hereunder shall have the same rights and powers in on its capacity as a Lender as any other Lender and may exercise the same as though it were not a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunderbehalf. The Collateral Agents shall not Agent will have any no duties or obligations except those expressly set forth herein and in the other Security DocumentsDocuments to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. Without limiting Notwithstanding the generality of the foregoing, : (a) The duties and obligations of the Collateral Agents Agent shall not be subject to any fiduciary or other implied duties, regardless determined solely by the express provisions of whether a Default has occurred this Indenture and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security Document, the Collateral Agents shall not have any duty to disclose, and shall not be liable to any party hereto or to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document. (b) The Collateral Agent shall not be responsible in any manner for the failure to disclosevalidity, any information relating to enforceability or sufficiency of this Indenture, the Company Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of its Subsidiaries that is communicated to any Notes, Pari Passu Indebtedness covered by the Security Documents or obtained other instrument, if any, so delivered, or for any representations made or obligations assumed by such any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or any of its Affiliates in any capacity. None of the Collateral Agents shall inquire into or be liable for any action taken defect or not taken by it with failure in the consent right or at the request title of the Secured Parties holding Obligations in an amount sufficient Grantors to consent to an amendment in accordance with Section 7.09(b) all or in any of the absence of its own gross negligence assets whether such defect or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given failure was known to the Collateral Agents by the Company Agent or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to might have been signed discovered upon examination or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally inquiry and whether capable of remedy or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereundernot.

The Collateral Agent. Each 9.1. Barclays Bank PLC is executing this Security Agreement, not in its individual capacity but solely in its capacity as Collateral Agent under that certain Credit Agreement dated as of February 11, 2021. Barclays Bank PLC has been appointed Collateral Agent for the Secured Parties --------------------- hereby irrevocably appoints hereunder pursuant to Article IX of the U.S. Credit Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Collateral AgentAgent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement, and each 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 Article IX of the Canadian Lenders and Credit Agreement. In acting hereunder, the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such Collateral Agent shall be entitled to take such actions on its behalf all the rights, powers, protections, immunities, and to exercise such powers indemnities under the Credit Agreement as are delegated to such Collateral Agent by if the terms hereofsame were set forth herein, together with such actions mutatis mutandis and shall survive any termination of this Security Agreement. The permissive rights, benefits and powers as are reasonably incidental thereto. Each Person serving as granted to the Collateral Agent hereunder shall have not be construed as duties. All discretionary acts hereunder (including the same rights and powers in its capacity as a Lender as exercise of any other Lender and may exercise remedies) shall be taken by the same as though it were not a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunderpursuant to the terms of the Credit Agreement. The Collateral Agents Agent shall not have any duties or obligations except those expressly set forth herein and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required entitled to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b)its rights, powers and (c) except as expressly set forth herein duties hereunder through agents, experts or in any other Security Document, the Collateral Agents shall not have any duty to disclose, designees and shall not be liable responsible for the acts of any such parties appointed with due care. 9.2. The Collateral Agent shall not be responsible in any manner whatsoever for and makes no representation as to the validity or sufficiency of this Security Agreement or for or in respect of the recitals contained herein, all of which recitals are made solely by the applicable Grantor. 9.3. The powers conferred on the Collateral Agent hereunder are solely to protect its security interest in the Collateral. Notwithstanding any provision contained in this Security Agreement, the Collateral Agent shall have no duty to exercise any of the rights, privileges or powers afforded to it hereunder and shall not be responsible to any Grantor or any other Person for any failure to disclosedo so or delay in doing so. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty or liability as to any information relating Collateral or as to the Company taking of any necessary steps to exercise or preserve any rights against prior parties or any other rights, privileges or powers pertaining to any Collateral. The Collateral Agent shall be deemed to 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 the Collateral Agent accords its own property. Neither the Collateral Agent nor any of its Subsidiaries that is communicated to directors, officers, employees or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents agents shall be liable for failure to demand, collect or realize upon all or any action taken part of the Collateral or not taken by it with the consent for any delay in doing so or at shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Secured Parties holding Obligations Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in an amount sufficient to consent to an amendment in accordance with connection therewith shall be payable by each Grantor under Section 7.09(b) or in 10.04 of the absence of its own gross negligence or wilful misconductCredit Agreement. 9.4. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents Agent shall not be responsible for or make any representation as to the existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Liens. The Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting, monitoring or maintaining the perfection of any Lien or security interest in the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise maintaining the Collateral. It is expressly agreed, to the maximum extent permitted by applicable law, that the Collateral Agent shall have no responsibility for taking any duty action to ascertain protect against any diminution in value of the Collateral, but, in each case (A) subject to the requirement that the Collateral Agent may not act or inquire into omit to take any action if such act or omission would constitute gross negligence or willful misconduct and (iB) the Collateral Agent may do so and all expenses reasonably incurred in connection therewith shall be part of the Secured Obligations. 9.5. Nothing in this Security Agreement constitutes the Collateral Agent as an agent, trustee or fiduciary of the Company or any statementGrantor or as trustee or fiduciary for the Secured Party under the Credit Agreement. The relationship between the Collateral Agent and the Secured Parties is that of principal and agent only. The Collateral Agent is not responsible or liable for the adequacy, warranty accuracy or representation made completeness of any information (whether oral or written) supplied by the Company, any Grantor or any other Person in or in connection with the Credit Agreement, this Security Agreement or any other Loan Document or SunTrust Document, (ii) the contents of any certificate, report transactions contemplated herein or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document therein or any other agreement, instrument arrangement or documentdocument entered into, made or (v) executed in anticipation of, under or in connection with the satisfaction of Credit Agreement, this Security Agreement or any condition set forth herein, other than to confirm receipt of items expressly required to be delivered Loan Document. 9.6. The protections afforded to the Collateral Agents. Each Collateral Agent pursuant to this Article IX shall be entitled to rely uponin addition to, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreementlimitation of, any related agreement or any document furnished hereunder or thereunderprovisions set forth in the Credit Agreement.

The Collateral Agent. (a) Each of the Secured Parties --------------------- hereby irrevocably appoints the U.S. Collateral Agent, and each of the Canadian Lenders and the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, Agent as its agent hereunder and authorizes such the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such the Collateral Agent by the terms hereof, hereof together with such actions and powers as are reasonably incidental thereto. Each Person . (b) The person serving as the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender Secured Party as any other Lender Secured Party and may exercise the same as though it were not a the Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company Securing Party or any Subsidiary or other Affiliate thereof as if it were not a the Collateral Agent hereunder. . (c) The Collateral Agents Agent shall not have any duties or obligations except those expressly set forth herein and in the other Security Documentsherein. Without limiting the generality of the foregoing, (ai) the Collateral Agents Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (bii) the Collateral Agents Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the applicable Collateral Agent is required to exercise in writing by the Required Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b)Parties, and (ciii) except as expressly set forth herein or in any other Security Documentherein, the Collateral Agents Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company Securing Party or any of its Subsidiaries that is communicated to or obtained by such the bank serving as Collateral Agent or any of its Affiliates affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agents. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor 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 hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, the provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, independently and without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.taken