Common use of Appointment and Authorization of Collateral Agent Clause in Contracts

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor hereby irrevocably appoints, designates and authorizes the Receiver to act as the Collateral Agent pursuant to this Agreement to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Ancillary Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor hereby irrevocably appoints, designates (a) Each Secured Party appoints and authorizes the Receiver Collateral Agent to act take such action as collateral agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Collateral Agent pursuant to this Agreement to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligationsterms hereof, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Document, the The Collateral Agent shall not have no any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any of the Secured Party or participant of a Secured PartyParties, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document otherwise be deemed to exist for, be undertaken by, or otherwise exist apply to or against the Collateral Agent. Without limiting Nothing in this Agreement shall be interpreted as giving the generality Collateral Agent responsibility for or any duty concerning the validity, perfection, priority or enforceability of any Lien or security interest in any Collateral or giving the Collateral Agent any obligation to take any action to procure or maintain such validity, perfection, priority or enforceability. (b) Whenever pursuant to the provisions hereof it is required that any party hereto obtain the consent or approval of the foregoing sentenceCollateral Agent, or that any matter prove satisfactory to the Collateral Agent, or that any action be taken at the request, discretion, option or determination of the Collateral Agent, the use Collateral Agent, prior to giving any such consent or approval or request, or exercising any such option, discretion or determination, or indicating its satisfaction with any such matter, shall (except where the failure to do so, in its good faith judgment, could imperil the Collateral or the Liens thereon) be required to consult with the Secured Parties in a manner deemed reasonable by the Collateral Agent, and the Collateral Agent shall be protected in following any direction of the term “agent” herein and Requisite Holders. (c) The Collateral Agent shall be under no obligation to exercise or to honor any of the rights or powers vested in it by this Agreement at the other Ancillary Documents with reference request or direction of any Person hereunder unless such Person shall have offered to the Collateral Agent is reasonable security or indemnity against the costs, expenses and liabilities which might reasonably be incurred by it in compliance with such request or direction. The Collateral Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not intended be liable for any action taken or omitted to connote be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. (d) Neither the Collateral Agent nor any fiduciary of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. The Collateral Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other implied writing (which may be a bank wire, telex or expresssimilar writing) obligations reasonably believed by it to be genuine or to be signed by the proper party or parties. (e) The Debtor agrees to reimburse the Collateral Agent for all its expenses, including reasonable attorney’s fees, incurred in connection with this Agreement. The Debtor and Secured Parties agree to indemnify the Collateral Agent and its directors, officers, agents and employees for, and to hold them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on their part, arising under agency doctrine out of or in connection with this Agreement, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any applicable Lawof its powers or duties hereunder. (f) The Collateral Agent may at any time resign by giving at least thirty (30) days prior written notice thereof to each Secured Party, provided that no resignation shall be effective until a successor for the Collateral Agent is appointed. InsteadUpon such resignation, the Requisite Holders shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Requisite Holders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent’s giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such term is used merely as a matter successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of market customthe retiring Collateral Agent, and is intended the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent’s resignation, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to create or reflect only an administrative relationship between independent contracting partiesbe taken by it while it was acting as Collateral Agent. (g) All notices and other communications provided for hereunder shall be in writing (i) with respect to the Collateral Agent, sent to the address set forth in introductory paragraph hereof and (ii) with respect to each Secured Party, sent to the address set forth in the Note, and delivered in the manner required by each Note.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor (a) Each Creditor and each other holder of a Senior Secured Obligations by its acceptance thereof hereby irrevocably appoints, designates and authorizes the Receiver to act appoints Bank of America, N.A. as the Collateral Agent pursuant to of such Creditor under this Agreement and the Security Documents. The appointment made by this Section 3(a) is given for valuable consideration and coupled with an interest and, subject to act Section 4.8, is irrevocable so long as the agent Senior Secured Obligations, or any part thereof, shall remain unpaid or any Revolving Credit Facility Lender or Franchise Loan Facility Participant is obligated to fund its Commitment or make or fund any advances under the Letters of Credit. (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust forb) the Purchase Money Notes Guarantor Each Creditor and each other holder of a Senior Secured Party Obligations by its acceptance thereof hereby irrevocably authorizes Bank of America, N.A. as the Collateral Agent for purposes such Creditor to (1) execute and enter into each of acquiring, holding and enforcing any the Security Documents and all other instruments relating to said Security Documents, (2) take action on its behalf expressly permitted to perfect, maintain and preserve the Liens on granted thereby, (3) execute instruments of release or to take such other action necessary to release Liens upon the Collateral granted to the extent authorized by any Grantor this Agreement or the Financing Documents or the Requisite Creditors, (4) act as its agent for perfection and (5) exercise such other powers and perform such other duties as are, in each case, expressly delegated to secure any of the Secured Obligations, Collateral Agent by the terms hereof together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent . (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereofc) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Ancillary Documentthe Security Documents, the Collateral Agent shall not have no any duties or responsibilities, responsibilities except those expressly set forth herein, nor shall the Collateral Agent have herein or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, therein and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Security Documents or this Agreement or any other Ancillary Document otherwise be deemed to exist for, be undertaken by or otherwise exist against apply to the Collateral Agent. Without limiting . (d) The relationship between the generality Collateral Agent and each of the foregoing sentence, the Creditors is that of an independent contractor. The use of the term “agentCollateral Agent” herein is for convenience only and is used to describe, as a form of convention, the independent contractual relationship between the Collateral Agent and each of the Creditors. Nothing contained in this Agreement nor the other Ancillary Security Documents with reference shall be construed to create an agency, trust or other fiduciary relationship between the Collateral Agent and any of the Creditors or the Company. As an independent contractor empowered by the Creditors to exercise certain rights and perform certain duties and responsibilities hereunder and under the other Security Documents, the Collateral Agent is not nevertheless a “representative” of the Creditors, as that term is defined in Article 1 of the Uniform Commercial Code, for purposes of actions for the benefit of the Creditors and the Collateral Agent with respect to all Collateral. Such actions include the designation of the Collateral Agent as “secured party”, “mortgagee” or the like on all financing statements and other documents and instruments, whether recorded or otherwise, relating to the attachment, perfection, priority or enforcement of any security interests, mortgages or deeds of trust in collateral security intended to connote any fiduciary secure the payment or other implied (or express) obligations arising under agency doctrine performance of any applicable Law. Insteadof the Senior Secured Obligations, such term is used merely as a matter all for the benefit of market custom, the Creditors and is intended to create or reflect only an administrative relationship between independent contracting partiesthe Collateral Agent.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor (a) Each Creditor and each other holder of Senior Secured Obligations by its acceptance thereof hereby irrevocably appoints, designates and authorizes the Receiver to act appoints Bank of America, N.A. as the Collateral Agent pursuant to of such Creditor under this Agreement and the Security Documents. The appointment made by this Section 3(a) is given for valuable consideration and coupled with an interest and, subject to act Section 4.8, is irrevocable so long as the agent Senior Secured Obligations, or any part thereof, shall remain unpaid or any Credit Facility Lender is obligated to fund its Commitment or make or fund any advances under the Letters of Credit. (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust forb) the Purchase Money Notes Guarantor Each Creditor and each other holder of Senior Secured Party Obligations by its acceptance thereof hereby irrevocably authorizes Bank of America, N.A. as the Collateral Agent for purposes such Creditor to (1) execute and enter into each of acquiring, holding and enforcing any the Security Documents and all other instruments relating to said Security Documents, (2) take action on its behalf expressly permitted to perfect, maintain and preserve the Liens on granted thereby, (3) execute instruments of release or to take such other action necessary to release Liens upon the Collateral granted to the extent authorized by any Grantor this Agreement or the Financing Documents or the Requisite Creditors, (4) act as its agent for perfection and (5) exercise such other powers and perform such other duties as are, in each case, expressly delegated to secure any of the Secured Obligations, Collateral Agent by the terms hereof together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent . (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereofc) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Ancillary Documentthe Security Documents, the Collateral Agent shall not have no any duties or responsibilities, responsibilities except those expressly set forth herein, nor shall the Collateral Agent have herein or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, therein and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Security Documents or this Agreement or any other Ancillary Document otherwise be deemed to exist for, be undertaken by or otherwise exist against apply to the Collateral Agent. Without limiting . (d) The relationship between the generality Collateral Agent and each of the foregoing sentence, the Creditors is that of an independent contractor. The use of the term “agentCollateral Agent” herein is for convenience only and is used to describe, as a form of convention, the independent contractual relationship between the Collateral Agent and each of the Creditors. Nothing contained in this Agreement nor the other Ancillary Security Documents with reference shall be construed to create an agency, trust or other fiduciary relationship between the Collateral Agent and any of the Creditors or the Company. As an independent contractor empowered by the Creditors to exercise certain rights and perform certain duties and responsibilities hereunder and under the other Security Documents, the Collateral Agent is not nevertheless a “representative” of the Creditors, as that term is defined in Article 1 of the Uniform Commercial Code, for purposes of actions for the benefit of the Creditors and the Collateral Agent with respect to all Collateral. Such actions include the designation of the Collateral Agent as “secured party”, “mortgagee” or the like on all financing statements and other documents and instruments, whether recorded or otherwise, relating to the attachment, perfection, priority or enforcement of any security interests, mortgages or deeds of trust in collateral security intended to connote any fiduciary secure the payment or other implied (or express) obligations arising under agency doctrine performance of any applicable Law. Insteadof the Senior Secured Obligations, such term is used merely as a matter all for the benefit of market custom, the Creditors and is intended to create or reflect only an administrative relationship between independent contracting partiesthe Collateral Agent.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor (a) Each Creditor hereby irrevocably appoints, designates and authorizes the Receiver to act appoints PNC Bank, National Association, as the Collateral Agent pursuant to of such Creditor under this Agreement and the Security Documents and PNC Bank, National Association hereby accepts such designation and appointment. The appointment made by this Section 3.1(a) is given for valuable consideration and coupled with an interest and, subject to act Section 4.8(a) hereof, is irrevocable so long as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust fori) the Purchase Money Notes Guarantor and each Senior Secured Obligations (other Secured Party for purposes of acquiringthan contingent indemnification obligations), holding and enforcing or any and all Liens part thereof, shall remain unpaid or (ii) any Lender is obligated to fund any borrowing under the Bank Loan Documents. (b) Each Creditor has reviewed the Security Documents in effect on the Collateral granted by any Grantor to secure any effective date of the Secured Obligationsthis Agreement and hereby irrevocably authorizes PNC Bank, together with such powers and discretion National Association, as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes such Creditor, to (1) execute and enter into each of holding the Security Documents and all other instruments relating to said Security Documents, (2) take action on its behalf expressly permitted to perfect, maintain and preserve the Liens granted thereby, (3) execute instruments of release or enforcing any Lien on to take such other action necessary to release Liens upon the Collateral to the extent authorized by this Agreement, the relevant Security Documents or the requisite Creditors, and (or any portion thereof4) granted pursuant exercise such other powers and perform such other duties in accordance with the terms of this Agreement as are, in each case, expressly delegated to the Collateral Documents, or for exercising any rights and remedies thereunder at Agent by the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. terms hereof. (c) Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Ancillary Documentthe Security Documents, the Collateral Agent shall not have no any duties or responsibilities, responsibilities except those expressly set forth herein, nor shall the Collateral Agent have herein or be deemed to have therein or any trust or fiduciary relationship with any Secured Party or participant of a Secured PartyCreditor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Security Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Ancillary Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Collateral Agent. (a) The Purchase Money Notes Guarantor Bank Agent on behalf of each Bank Secured Party and the Trustee on behalf of each Noteholder Secured Party hereby irrevocably appointsdesignate and appoint Bank of America, designates and authorizes the Receiver to act N.A. as the Collateral Agent pursuant to of each such Senior Secured Party under this Agreement to act and the Security Documents and Bank of America, N.A. hereby accepts such designation and appointment. The appointment made by this Section 3.1(a) is given for valuable consideration and coupled with an interest and is irrevocable so long as the agent of Senior Secured Obligations, or any part thereof, shall remain unpaid or any Bank Lender is obligated to fund any borrowing under the Bank Loan Documents. (and to hold any security interest created by the Collateral Documents for and b) The Bank Agent, on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Bank Secured Party for purposes and the Trustee on behalf of acquiringeach Noteholder Secured Party has reviewed the Security Documents set forth on Exhibit A and hereby irrevocably authorizes Bank of America, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion N.A. as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes such Senior Secured Party to (1) adopt and ratify, as necessary, the Security Documents in effect prior to the effective date hereof (the “Existing Security Documents”) and to execute and enter into each of holding or enforcing the any Lien new agreements, documents and instruments which constitute Security Documents by each of the parties thereto as required by the terms of the Credit Agreement (the “New Security Documents”) and all other instruments relating to said New Security Documents, (2) to take action on its behalf expressly permitted to perfect, maintain and preserve the Liens granted thereby and any such other action as the Collateral Agent deems necessary or advisable, (3) to execute instruments of release or any portion thereof) granted pursuant to take such other action necessary to release Liens upon the Collateral to the Collateral Documentsextent authorized by this Agreement, the Security Documents or the requisite Senior Secured Parties and (4) to exercise such other powers and perform such other duties as are, in each case, deemed necessary or reasonable (and are consistent with normal market practice for exercising any rights and remedies thereunder at the direction of collateral agents in similar situations) by the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. . (c) Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Ancillary Documentthe Security Documents, the Collateral Agent shall not have no any duties or responsibilities, responsibilities except those expressly set forth herein, nor shall the Collateral Agent have herein or be deemed to have therein or any trust or fiduciary relationship with any Secured Party or participant of a Senior Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Security Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Ancillary Documents with reference to . (d) Each party hereto agrees that the Collateral Agent is not intended acting under each Existing Security Document (including all existing intellectual property filings, control agreements and certificates of title) as collateral agent for the benefit of each Senior Secured Party, regardless of whether such Senior Secured Party is named or referred to connote in any fiduciary such Existing Security Document or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, if the Senior Secured Obligations owed to such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesSenior Secured Party were incurred at the time such Existing Security Document was executed.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor Collateral Agent is hereby irrevocably appointsappointed, designates designated and authorizes the Receiver to act as the Collateral Agent pursuant to this Agreement authorized to act as the agent of (and to hold any security interest created by the Collateral Documents any PA Financing Transaction Document for and on behalf of or on trust for) the Purchase Money Notes Guarantor Note Holder and the Lender and each other Secured Party for purposes of (i) acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto, and (ii) making such determinations, and exercising or fulfilling such powers, rights, remedies, obligations, discretion and/or authority, as are expressly set forth in, and otherwise acting as the “Collateral Agent” as expressly set forth in, any PA Financing Transaction Document. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for the purposes of holding or enforcing any Lien on set forth in the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agentpreceding sentence), shall be entitled to the benefits of all provisions of this Article XII X as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary PA Financing Transaction Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth hereinherein or in the other PA Financing Transaction Documents, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary PA Financing Transaction Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Ancillary PA Financing Transaction Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Nothing in any PA Financing Transaction Document shall be construed to limit the right of the Notes Designee and the Collateral Agent to enter into such further agreements as they, in their sole discretion, deem necessary or appropriate with respect to the purposes of the Collateral Agent’s appointment as described in the first sentence of this Section 10.1(a), including the manner in which the Note Holder, the Notes Designee and/or the Lender may instruct the Collateral Agent to act under any PA Financing Transaction Document, voting among the Note Holder and/or the Lender, and indemnification by the Note Holder and/or the Lender of the Collateral Agent. Anything in Section 11.11 hereof to the contrary notwithstanding, the Notes Designee and the Collateral Agent may amend this Article X in any manner (with respect to the subject matter of this Article X) without the approval of (but with notice to) the Company so long as such amendment does not adversely affect the Company in any material respect.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor Each Secured Creditor hereby irrevocably appoints, designates and authorizes the Receiver to act appoints River City Bank, as the Collateral Agent pursuant to of such Secured Creditor under this Agreement to act as the and River City Bank hereby accepts such designation and appointment. The Collateral Agent is a non-fiduciary agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers Creditors and discretion does not act in a fiduciary capacity or as are reasonably incidental thereto. In this capacity, trustee for the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding Secured Creditors or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunderCollateral. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Documentthis Agreement, the Collateral Agent shall not have no any duties or responsibilities, responsibilities except those expressly set forth herein, nor shall herein and in the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured PartySecurity Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document or otherwise exist against the Collateral Agent. Without limiting the generality The right or power of the foregoing sentenceCollateral Agent to perform any discretionary act hereunder shall not be construed as a duty. Collateral Agent is hereby authorized, empowered and instructed to execute, deliver and perform its obligations under this Agreement, the use of Security Agreement, the term “agent” herein Control Agreements and each other document as may be necessary or convenient in connection with the other Ancillary Documents with reference to foregoing; provided, however, that the Collateral Agent is shall not intended amend, modify or terminate the Control Agreements without the prior written consent of the Secured Creditors. Collateral Agent shall not (i) be subject to connote any fiduciary or other implied duties, (ii) have any duty to take any discretionary action or expressexercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the Security Agreement, the Control Agreements, or other agreement to which the Collateral Agent is a party, and (iii) obligations arising be required to take action that, in its opinion or the opinion of its counsel, may expose Collateral Agent to liability. The Collateral Agent, hereby represents and warrants that (i) it has all requisite power and authority to execute, deliver and perform under agency doctrine this Agreement; (ii) the execution, delivery and performance by it of this Agreement has been duly authorized by all requisite corporate or other action; (iii) no consent or approval of any applicable Law. Insteadother Person and no consent, such term license, approval or authorization of any governmental authority is used merely as a matter of market customrequired in connection with the execution, delivery, and performance by it of this Agreement; and (iv) this Agreement constitutes its legal, valid and binding obligation enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws in effect from time to time affecting the rights of creditors generally and general principles of equity regardless of whether such enforcement is intended considered in a proceeding in equity or at law. Deposit Accounts Subject to create or reflect only an administrative relationship between independent contracting partiesCollateral Agent’s Control. Collateral Agent agrees that its security interest and right of setoff in and to the Deposit Accounts is held for the benefit of all the Secured Creditors and itself as Collateral Agent, and that Collateral Agent will comply with this Agreement and the Security Agreement in distributing monies received from such Deposit Accounts.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor Each Lender hereby irrevocably appoints, designates and authorizes the Receiver to act as the Collateral Agent pursuant to take such action on its behalf under the provisions of this Agreement to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of acquiring, holding and enforcing this Agreement or any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligationsother Loan Document, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all The provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were are solely for the benefit of Collateral Agent hereunderand the Lenders and Borrower nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. The duties of Collateral Agent shall be mechanical and administrative in nature. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Loan Document, the Collateral Agent shall not have no any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party Lender or participant of a Secured Partyparticipant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Loan Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “collateral agent” herein and in the other Ancillary Loan 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 Lawlaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of the foregoing, Collateral Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (a) act as collateral agent for Collateral Agent and each Lender for purposes of the perfection of all liens created by the Loan Documents and all other purposes stated therein, (b) manage, supervise and otherwise deal with the Collateral, (c) take such other action as is necessary or desirable to maintain the perfection and priority of the liens created or purported to be created by the Loan Documents, (d) except as may be otherwise specified in any Loan Document, exercise all remedies given to Collateral Agent and the other Lenders with respect to the Collateral, whether under the Loan Documents, applicable law or otherwise and (e) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Collateral Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for Collateral Agent and the Lenders for purposes of the perfection of all liens with respect to the Collateral, including any deposit account maintained by Borrower with, and cash and cash equivalents held by, such Lender, and may further authorize and direct the Lenders to take further actions as collateral sub-agents for purposes of enforcing such liens or otherwise to transfer the Collateral subject thereto to Collateral Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor hereby irrevocably appoints, designates and authorizes the Receiver to act as the Collateral Agent pursuant to this Agreement to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Ancillary Transaction Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor (a) Each Secured Creditor hereby irrevocably appoints, designates and authorizes the Receiver to act appoints River City Bank, as the Collateral Agent pursuant to of such Secured Creditor under this Agreement to act as the and River City Bank hereby accepts such designation and appointment. The Collateral Agent is a non-fiduciary agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers Creditors and discretion does not act in a fiduciary capacity or as are reasonably incidental thereto. In this capacity, trustee for the Collateral Agent Secured Creditors or Collateral. (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereofb) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Documentthis Agreement, the Collateral Agent shall not have no any duties or responsibilities, responsibilities except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured PartyControl Agreements and in the Security Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document or otherwise exist against the Collateral Agent. Without limiting the generality The right or power of the foregoing sentenceCollateral Agent to perform any discretionary act hereunder shall not be construed as a duty. Collateral Agent is hereby authorized, empowered and instructed to execute, deliver and perform its obligations under this Agreement, the use of Security Agreement, the term “agent” herein Control Agreements and each other document as may be necessary or convenient in connection with the other Ancillary Documents with reference to foregoing; provided, however, that the Collateral Agent is shall not intended amend, modify or terminate the Control Agreements or the Security Agreement without the prior written consent of the Secured Creditors. (c) Collateral Agent shall not (i) be subject to connote any fiduciary or other implied duties, (ii) have any right or expressduty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the Security Agreement, the Control Agreements, or other agreement to which the Collateral Agent is a party in connection therewith, and (iii) obligations arising be required to take action that, in its opinion or the opinion of its counsel, may expose Collateral Agent to liability. (d) The Collateral Agent, hereby represents and warrants that (i) it has all requisite power and authority to execute, deliver and perform under agency doctrine this Agreement; (ii) the execution, delivery and performance by it of this Agreement has been duly authorized by all requisite corporate or other action; (iii) no consent or approval of any applicable Law. Insteadother Person and no consent, such term license, approval or authorization of any governmental authority is used merely as a matter of market customrequired in connection with the execution, delivery, and performance by it of this Agreement; and (iv) this Agreement constitutes its legal, valid and binding obligation enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws in effect from time to time affecting the rights of creditors generally and general principles of equity regardless of whether such enforcement is intended to create considered in a proceeding in equity or reflect only an administrative relationship between independent contracting partiesat law.

Appointment and Authorization of Collateral Agent. The Purchase Money (a) Each Noteholder hereby appoints and authorizes, and hereby agrees that it will require any assignee or transferee of any of its Notes Guarantor hereby irrevocably appointsto appoint and authorize, designates and authorizes the Receiver to act as the Collateral Agent pursuant to this Agreement to act as enter into, execute and deliver the agent of (Security Documents and to hold any security interest created the Security Documents and act as Collateral Agent thereunder for the benefit of the Collateral Agent and the Noteholders (the "SECURED PARTIES") in accordance with the terms hereof and, subject to the terms hereof, to take such actions as agent on its behalf and to exercise such powers under this agreement and the Security Documents as are delegated to the Collateral Agent by the Collateral Documents for terms hereof and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligationsthereof, together with such powers and discretion as are reasonably incidental thereto. In this capacity, . (b) Neither the Collateral Agent nor any of its members, directors, officers, employees, representatives or agents (the "COLLATERAL INDEMNITEES") shall be liable to the Noteholders or to MNC and its affiliates (the "OBLIGORS") for any co-agentsaction taken or omitted to be taken by it or them under or in connection with this agreement or the Security Documents, sub-agents except for its own gross negligence or wilful misconduct, and attorneys-in-fact appointed by each Noteholder hereby acknowledges that the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions benefit of this Article XII Agreement on its own behalf and as though such co-agent and trustee for its members, directors, officers, employees, representatives and agents. (c) Any Person who becomes a Noteholder, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Partyconsented to and confirmed the Collateral Agent as agent in such capacity, and no implied covenantsto have ratified, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document or otherwise exist against as of the date it becomes a Noteholder all actions taken by the Collateral AgentAgent in such capacity. Without limiting the generality of the foregoing sentenceforegoing, the use of the term “agent” herein Collateral Agent may require any such Noteholder to execute and deliver an assumption agreement with respect to this agreement in the other Ancillary Documents with reference form and substance acceptable to the Collateral Agent, acting reasonably, (d) The Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine acknowledges that it holds the Liens created by the Security Documents for the benefit of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesthe Secured Parties in accordance with the terms hereof.

Appointment and Authorization of Collateral Agent. (a) The Purchase Money Trustee and each of the Holders by acceptance of the Notes Guarantor hereby irrevocably appoints, designates and authorizes the Receiver to act as appoints the Collateral Agent pursuant as its agent under this Indenture and the Security Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to this Agreement to act as enter into the agent of (Security Documents and to hold any security interest created take such action on its behalf under the provisions of this Indenture and the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the Collateral Documents for terms of this Indenture and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured ObligationsSecurity Documents, together with such powers and discretion as are reasonably incidental thereto. In The Collateral Agent agrees to act as such and agrees to act pursuant to the instructions of the Holders and the Trustee with respect to the Security Documents and the Collateral on the express conditions contained in this capacity, Section 11.5. The provisions of this Section 11.5 are solely for the benefit of the Collateral Agent (and none of the Trustee, any co-agents, sub-agents and attorneys-in-fact appointed by of the Collateral Agent for purposes of holding or enforcing any Lien on Holders nor the Collateral (Company or any portion thereof) granted pursuant to of the Collateral Documents, or for exercising Guarantors shall have any rights and remedies thereunder at the direction as a third party beneficiary of any of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII contained herein other than as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunderexpressly provided in Section 11.2. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Documentthis Indenture and the Security Documents, the Collateral Agent shall not have no any duties or responsibilities, except those expressly set forth herein, in the Security Documents to which it is a party, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Secured Party Holder, the Company or participant any Subsidiary of a Secured Partythe Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document Indenture and the Security Documents or otherwise exist against the Collateral Agent. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. The obligations of the Collateral Agent with respect to the Collateral shall be governed exclusively by the express terms of this Indenture and the Security Documents and not by the UCC except to the extent required by applicable law. Neither duties of, nor any adverse consequence to, a secured party under the UCC shall be read into this Indenture or the Security Documents as obligations against the Collateral Agent to the extent such obligations are not reflected in the express terms of this Indenture or the Security Documents. Without limiting the generality of the foregoing sentence, the use of the term “agenttrustee” herein and in the other Ancillary Documents this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Lawlaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Indenture, the Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this Indenture and the Security Documents, including the exercise of remedies pursuant to Article 6, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders; provided that it is understood that in all cases the Collateral Agent shall be fully protected in refraining from taking any such action until it shall be directed by the majority of Holders of the aggregate principal amount of Notes then outstanding as provided herein. (b) The Collateral Agent may execute any of its duties under this Indenture or the Security Documents by or through agents, employees, attorneys-in-fact or through its related Persons and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent, employee, attorney-in-fact or related Person that it selects as long as such selection was made without gross negligence or willful misconduct. (c) None of the Collateral Agent, nor any of its respective related Persons shall (i) be liable for any action taken, suffered or omitted to be taken by any of them in good faith and reasonably believed by them to be authorized or within the discretion or rights of powers under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any Security Document or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Company or any Guarantor, officer or related Person thereof, contained in this Indenture or any of the Security Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture or any of the Security Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or any of the Security Documents, or for any failure of the Company, any Guarantor or any other party to this Indenture or the Security Documents to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its related Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture or any of the Security Documents or to inspect the properties, books, or records of the Company or any Guarantor. (d) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or the Company or a Guarantor referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 (subject to this Section 11.5); provided, however, that unless and until the Collateral Agent has received any such request, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable. (e) U.S. Bank Trust Company, National Association and its Affiliates (and any successor Collateral Agent and its affiliates) may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with the Company or any Guarantor and its Affiliates as though it was not the Collateral Agent hereunder and without notice to or consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, U.S. Bank Trust Company, National Association or its Affiliates (and any successor Collateral Agent and its affiliates) may receive information regarding the Company or any Guarantor or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Company, such Guarantor or such Affiliate) and acknowledge that the Collateral Agent shall not be under any obligation to provide such information to the Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of U.S. Bank Trust Company, National Association (or any successor Collateral Agent) to advance funds. (f) The Collateral Agent may resign at any time upon thirty (30) days’ prior written notice to the Trustee and the Company and the Guarantors, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the Company or the Holders of at least 25% of the aggregate principal amount of Notes then outstanding, shall appoint a successor Collateral Agent. If no successor Collateral Agent is appointed prior to the intended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Collateral Agent may appoint, subject to the consent of the Company (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor Collateral Agent. If no successor Xxxxxxxxxx Agent is appointed and consented to by the Company pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Collateral Agent shall be entitled to petition a court of

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor (a) Each Secured Creditor hereby irrevocably appoints, designates and authorizes the Receiver to act appoints River City Bank, as the Collateral Agent pursuant to of such Secured Creditor under this Agreement to act as the and River City Bank hereby accepts such designation and appointment. The Collateral Agent is a non-fiduciary agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers Creditors and discretion does not act in a fiduciary capacity or as are reasonably incidental thereto. In this capacity, trustee for the Collateral Agent Secured Creditors or Collateral. (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereofb) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Documentthis Agreement, the Collateral Agent shall not have no any duties or responsibilities, responsibilities except those expressly set forth herein, nor shall herein and in the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured PartySecurity Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document or otherwise exist against the Collateral Agent. Without limiting the generality The right or power of the foregoing sentenceCollateral Agent to perform any discretionary act hereunder shall not be construed as a duty. Collateral Agent is hereby authorized, empowered and instructed to execute, deliver and perform its obligations under - 8 - 33421111v1 this Agreement, the use of Security Agreement, the term “agent” herein Control Agreements and each other document as may be necessary or convenient in connection with the other Ancillary Documents with reference to foregoing; provided, however, that the Collateral Agent is shall not intended amend, modify or terminate the Control Agreements without the prior written consent of the Secured Creditors. (c) Collateral Agent shall not (i) be subject to connote any fiduciary or other implied duties, (ii) have any duty to take any discretionary action or expressexercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the Security Agreement, the Control Agreements, or other agreement to which the Collateral Agent is a party, and (iii) obligations arising be required to take action that, in its opinion or the opinion of its counsel, may expose Collateral Agent to liability. (d) The Collateral Agent, hereby represents and warrants that (i) it has all requisite power and authority to execute, deliver and perform under agency doctrine this Agreement; (ii) the execution, delivery and performance by it of this Agreement has been duly authorized by all requisite corporate or other action; (iii) no consent or approval of any applicable Law. Insteadother Person and no consent, such term license, approval or authorization of any governmental authority is used merely as a matter of market customrequired in connection with the execution, delivery, and performance by it of this Agreement; and (iv) this Agreement constitutes its legal, valid and binding obligation enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws in effect from time to time affecting the rights of creditors generally and general principles of equity regardless of whether such enforcement is intended to create considered in a proceeding in equity or reflect only an administrative relationship between independent contracting partiesat law.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor Each Noteholder hereby irrevocably appoints, designates and authorizes the Receiver to act as the Collateral Agent pursuant to take such action as contractual representative on its behalf under the provisions of this Agreement to act as the agent of (and each Collateral Document and to hold any security interest created exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured ObligationsDocument, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Note Document, the Collateral Agent shall not have no any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any trustee or fiduciary relationship with any Secured Party Noteholder or participant of a Secured Partyparticipant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Note Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Ancillary 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. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Section 4 are solely for the benefit of the Collateral Agent and the Noteholders and no Note Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, the Collateral Agent shall act solely as an agent of the Noteholders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Note Party.

Appointment and Authorization of Collateral Agent. The Each of the Purchase Money Notes Guarantor Guarantor, the NGPMN Agent and the Advance Lender hereby irrevocably appoints, designates and authorizes the Receiver to act as the Collateral Agent pursuant to this Agreement to act as the agent of (and to hold any security interest created by the Secured Parties Collateral Documents for and on behalf of or on in trust for) the Advance Lender, the Purchase Money Notes Guarantor Guarantor, the NGPMN Agent and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Secured Parties Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Secured Parties Collateral (or any portion thereof) granted pursuant to the Secured Parties Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunderpursuant to this Agreement. Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Ancillary Transaction Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth hereinin this Agreement, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Transaction Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein in this Agreement and in the other Ancillary Transaction Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor (a) Each Creditor (or in the case of the Lenders, the Administrative Agent on behalf of the Lenders) hereby irrevocably appoints, designates and authorizes the Receiver to act appoints Wxxxx Fargo Bank, National Association, as the Collateral Agent pursuant to of such Creditor under this Agreement to act and the Security Documents and Wxxxx Fargo Bank, National Association, hereby accepts such designation and appointment. The appointment made by this Section 3.1(a) is given for valuable consideration and coupled with an interest and is irrevocable so long as the agent Senior Secured Obligations, or any part thereof, shall remain unpaid or subject to disgorgement hereunder, any Lender is obligated to fund any borrowing under the Loan Documents or any Additional Secured Lender is obligated to fund any borrowing under any Additional Secured Facility Documents. (b) Each Creditor (or in the case of (and to hold any security interest created by the Collateral Documents for and Lenders, the Administrative Agent on behalf of or the Lenders) has reviewed the Security Documents set forth on trust for) the Purchase Money Notes Guarantor Exhibit A and each other Secured Party for purposes of acquiringhereby irrevocably authorizes Wxxxx Fargo Bank, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured ObligationsNational Association, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes such Creditor to (1) execute and enter into each of holding the Security Documents and all other instruments relating to said Security Documents, (2) to take action on its behalf expressly permitted to perfect, maintain and preserve the Liens granted thereby, (3) to execute instruments of release or enforcing any Lien on to take such other action necessary to release Liens upon the Collateral to the extent authorized by this Agreement, the Security Documents or the requisite Creditors and (or any portion thereof4) granted pursuant to exercise such other powers and perform such other duties as are, in each case, expressly delegated to the Collateral Documents, or for exercising any rights and remedies thereunder at Agent by the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. terms hereof. (c) Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Ancillary Documentthe Security Documents, the Collateral Agent shall not have no any duties or responsibilities, responsibilities except those expressly set forth herein, nor shall the Collateral Agent have herein or be deemed to have therein or any trust or fiduciary relationship with any Secured Party or participant of a Secured PartyCreditor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Security Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Ancillary Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Note Guarantor hereby irrevocably appoints, designates and authorizes the Receiver to act as the Collateral Agent pursuant to this Agreement to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) the Purchase Money Notes Note Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted pursuant to the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Ancillary Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or participant of a Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Ancillary Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Collateral Agent. The Purchase Money Notes Guarantor (a) Each Creditor hereby irrevocably appoints, designates and authorizes the Receiver to act appoints PNC Bank, National Association, as the Collateral Agent pursuant to of such Creditor under this Agreement and the Security Documents and PNC Bank, National Association hereby accepts such designation and appointment. The appointment made by this Section 3.1(a) is given for valuable consideration and coupled with an interest and, subject to act Section 4.8(a) hereof, is irrevocable so long as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust fori) the Purchase Money Notes Guarantor and each other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any Grantor to secure any of the Senior Secured Obligations, together with such powers or any part thereof, shall remain unpaid or (ii) any Lender is obligated to fund any borrowing under the Bank Loan Documents. (b) Each Creditor has reviewed the Security Documents in effect on the effective date of this Agreement and discretion hereby irrevocably authorizes PNC Bank, National Association, as are reasonably incidental thereto. In this capacity, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes such Creditor, to (1) execute and enter into each of holding the Security Documents and all other instruments relating to said Security Documents, (2) take action on its behalf expressly permitted to perfect, maintain and preserve the Liens granted thereby, (3) execute instruments of release or enforcing any Lien on to take such other action necessary to release Liens upon the Collateral to the extent authorized by this Agreement, the relevant Security Documents or the requisite Creditors, and (or any portion thereof4) granted pursuant exercise such other powers and perform such other duties in accordance with the terms of this Agreement as are, in each case, expressly delegated to the Collateral Documents, or for exercising any rights and remedies thereunder at Agent by the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XII as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent hereunder. terms hereof. (c) Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Ancillary Documentthe Security Documents, the Collateral Agent shall not have no any duties or responsibilities, responsibilities except those expressly set forth herein, nor shall the Collateral Agent have herein or be deemed to have therein or any trust or fiduciary relationship with any Secured Party or participant of a Secured PartyCreditor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Ancillary Security Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Ancillary Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.