Common use of Appointment of Collateral Agent Clause in Contracts

Appointment of Collateral Agent. Investor hereby irrevocably designates Seahawk Capital Partners, Inc. as Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent.

Appointment of Collateral Agent. Investor The Obligee hereby irrevocably designates Seahawk and appoints each of The Bank of New York and Foothill Capital Partners, Inc. Corporation as Collateral AgentAgent under this Agreement and the Security Documents to which the Collateral Agent is a party with respect to the SP Sub Collateral and the Collateral other than SP Sub Collateral, respectively, and the Collateral Agent hereby accepts such ap- pointment, subject to the terms and provisions of this Agree- ment, the Intercreditor Agreement and the Security Documents to which it is a party. Investor The Obligee hereby irrevocably further authorizes and directs Collateral Agent to enter into the Security Documents, the Intercreditor Agreement and all other documents, consents, joinders, acknowledgments and other written matter to be exe- cuted and delivered by Collateral Agent on the Issuance Date and agrees to be bound by the terms thereof. The Obligee ir- revocably authorizes the Collateral Agent, as Collateral Agent for the Obligee, to exercise all of the rights of the Investor take such action on its behalf under the provisions of this Agreement, the Intercreditor Agreement and any other instruments and agreements referred the Security Documents to hereinwhich Collateral Agent is a party, and to exercise such powers and perform such duties as are ex- pressly delegated to Collateral Agent by the terms of this Agreement, the Intercreditor Agreement and the Security Doc- uments to which it is a party, together with such other powers and take such other actions as are appropriate reasonably incidental thereto; provided that Collateral Agent shall not enter into any consent to protect any amendment, modi- fication, termination or waiver of any provision contained in this Agreement or any Security Document to which it is party without the interests prior written consent of the Investor in the CollateralObligee. The provisions of this Section are solely for the benefit of the Obligee hereby authorizes Collateral Agent and Investor, and neither the Company nor any of its subsidiaries to release Collateral only as expressly permitted or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties required under this Agreement, the Intercreditor Agreement or the Security Documents and agrees that a certificate executed by Collateral Agent evidencing such release of Collateral shall be conclusive evidence of such release to any third party. Collateral Agent shall act solely as agent not subordinate or release any Liens under any of the Investors and Security Documents except as provided in this Agreement, the Collateral Agent does not assume and shall not be deemed to have assumed any obligation Intercreditor Agreement or relationship of agency or trust with upon the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit written direction of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the InvestorsObligee. All notices and directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The to Collateral Agent shall be entitled to rely, and shall be fully protected given in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected writing by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentObligee.

Appointment of Collateral Agent. Investor The Term Loan Agent, on behalf of each of the Term Loan Secured Parties, hereby irrevocably designates Seahawk Capital Partnersappoints JPMorgan Chase Bank, Inc. N.A., to act on its behalf as Collateral Agent hereunder for the benefit of the First Lien Secured Parties with respect to the Collateral provided for under the First Lien Security Documents (other than the mortgages entered into by the Grantors on or prior to the date hereof in favor of the Term Loan Agent. Investor hereby irrevocably ) and authorizes the Collateral Agent to exercise all take such actions on behalf of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, Term Loan Secured Parties and to exercise such other powers and take such other actions as are appropriate delegated to protect the interests Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Revolving Agent, on behalf of each of the Investor in the Collateral. The provisions of this Section are solely Revolving Secured Parties, hereby appoints JPMorgan Chase Bank, N.A., to act on its behalf as Collateral Agent hereunder for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies First Lien Secured Parties with respect to the Collateral provided for under the First Lien Security Documents (other than the mortgages entered into by the Grantors on or prior to the date hereof in favor of the Revolving Agent) and authorizes the Collateral Agent to take such actions on behalf of the Revolving Secured Parties and to exercise such powers as are granted delegated to the Investor hereunder and applicable law and as shall be directed Collateral Agent by the Investorsterms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. All directions Each Additional Authorized Representative, on behalf of each holder of Additional First Lien Obligations that such Additional Authorized Representative is acting for, hereby (through the Investor shall be determined execution of an Additional First Lien Joinder Agreement) appoints JPMorgan Chase Bank, N.A., to act on its behalf as Collateral Agent hereunder for the benefit of such holders of Additional First Lien Obligations with respect to the Collateral provided for under the First Lien Security Documents (other than the mortgages entered into by the Requisite Holders. Upon payment Grantors in full favor of all obligations under this Agreement such Additional Authorized Representative) and authorizes the Note (including, without limitation, upon Collateral Agent to take such actions on behalf of such holders of Additional First Lien Obligations and to exercise such powers as are delegated to the conversation of the Note in accordance with Collateral Agent by the terms herein)hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Such appointment of the Collateral Agent shall promptly release not impair any and all Collateral. The Liens otherwise granted on Shared Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or favor of an Authorized Representative other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by than the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent.

Appointment of Collateral Agent. Investor Each of the Lenders hereby irrevocably designates Seahawk Capital Partnersand appoints the Collateral Agent as the collateral agent of such Lender under the Share Pledge Agreement, Inc. as Collateral Agent. Investor and each of the Lenders hereby irrevocably authorizes the Collateral Agent Agent, in such capacity, to exercise all of the rights of the Investor take such action on such Lender’s behalf under the provisions of this Share Pledge Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take perform such other actions duties, as are appropriate expressly delegated to protect the interests of Collateral Agent by the Investor in the Collateral. The provisions of this Section Agreement and/or the Share Pledge Agreement, together with such other powers as are solely for reasonably incidental thereto, including the benefit power to execute documents on behalf of the Lenders. The Collateral Agent hereby accepts such designation and Investor, appointment and neither the Company nor any of agrees to perform its subsidiaries or affiliates shall have any rights obligations as a third party beneficiary of any of collateral agent in accordance with the provisions hereofof this Agreement and the Share Pledge Agreement. In performing its functions and duties under Notwithstanding any contrary provision in this Agreement or the Share Pledge Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation duties or relationship of agency responsibilities, except those expressly set forth herein or trust with the Companytherein, or for any of its subsidiaries fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as liabilities shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under read into this Agreement and or the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent Share Pledge Agreement or otherwise shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by exist against the Collateral Agent. The Collateral Agent may resign from hereby declares that it shall hold the performance of all its respective functions and duties hereunder and under related documents at any time collateral charged by giving 15 day's prior written notice to the Investors Share Pledge Agreement (the “Collateral”) and the Companyrights granted to it under this Agreement and the Share Pledge Agreement solely in its capacity as collateral agent for the rateable benefit of the Lenders. Such resignation shall take effect upon Notwithstanding any other provision in this Agreement or the appointment of a successor Share Pledge Agreement, the Collateral AgentAgent may refrain from doing anything which would be, or might be in its reasonable opinion, contrary to any applicable law.

Appointment of Collateral Agent. Investor Purchaser hereby irrevocably designates Seahawk Capital Partners, Inc. as (a) appoints the Collateral Agent. Investor hereby irrevocably , as the collateral agent hereunder, and (b) authorizes the Collateral Agent (and its officers, directors, employees and agents) to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor action on such Purchaser’s behalf in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust accordance with the Company, or for any of its subsidiaries or affiliatesterms hereof. The Collateral Agent shall administer not have, by reason hereof, a fiduciary relationship in respect of any Purchaser. Neither the Collateral Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and any lien thereon for Purchaser agrees to defend, protect, indemnify and hold harmless the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to all of its officers, directors, employees and agents (collectively, the “Collateral as are granted to the Investor hereunder Agent Indemnitees”) from and applicable law against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Collateral Agent Indemnitee of the duties and obligations of Collateral Agent pursuant hereto. The Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the conversation instructions of the Note in accordance with the terms herein)Purchaser,; provided, however, that the Collateral Agent shall promptly release not be required to take any and all Collateralaction which, in the reasonable opinion of the Collateral Agent, exposes the Collateral Agent to liability or which is contrary to this Agreement or applicable law. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any notewritten notices, writingstatements, resolutioncertificates, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order orders or other document, documents or any telephone message, or other electronic form of communication message believed by it in good faith to be genuine and correct and to have been signed, sent or made by Investor the proper Person (as defined in the Purchase Agreement), and with respect to all matters pertaining to this Agreement and its duties hereunder or thereunder, upon advice and statements of legal counsel, independent accountants and other experts counsel selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agentit.

Appointment of Collateral Agent. Investor hereby irrevocably designates Seahawk Capital PartnersThe Bank of New York Mellon Trust Company, Inc. National Association, has been appointed Collateral Agent for the Secured Parties hereunder and under the Intercreditor Agreement pursuant to the Indenture for the purpose of executing and delivering, on behalf of all the Secured parties, this Agreement, the Intercreditor Agreement, and any other Collateral Documents or other documents or instruments related thereto or necessary or, as determined by the Collateral Agent. Investor hereby irrevocably authorizes , desirable to perfect the Liens granted to the Collateral Agent thereunder and, subject to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit purpose of enforcing the Secured Parties’ rights in respect of the Collateral Agent and Investorthe obligations of the Grantors under the Collateral Documents, and neither for the Company nor any of its subsidiaries purpose of, or affiliates shall have any rights as a third party beneficiary of any in connection with, releasing the obligations of the provisions hereofGrantors under the Collateral Documents. In performing its functions and duties under this AgreementWithout limiting the generality of the foregoing, the Collateral Agent shall act solely has been further appointed as agent for each of the Investors and Secured Parties to hold the Liens on the Collateral Agent does not assume and shall not be deemed granted pursuant to have assumed any obligation or relationship of agency or trust the Collateral Documents with sole authority (subject to the Company, or for any of its subsidiaries or affiliatesIndenture) to exercise remedies under the Security Documents. The Collateral Agent shall administer have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Collateral), in accordance with the Indenture, the Collateral Documents and the Intercreditor Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the gross negligence or willful misconduct of any such agents or attorneys-in-fact except to the extent of the Collateral Agent’s gross negligence or willful misconduct in connection therewith. It is expressly understood and agreed by the Secured Parties 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 lien thereon for successor Collateral Agent shall act) as such hereunder only on the benefit of the Investors in the manner provided hereinexpress conditions contained therein. The Collateral Agent shall exercise such rights have all rights, benefits, privileges, indemnities and remedies with respect protections contained in the Indenture when acting in its capacity as Collateral Agent hereunder. Any successor Collateral Agent appointed pursuant to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent Indenture shall be entitled to relyall the rights, interests and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form benefits of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agenthereunder.

Appointment of Collateral Agent. Investor Each Purchaser hereby irrevocably designates Seahawk Capital Partners, Inc. as (a) appoints the Collateral Agent. Investor hereby irrevocably , as the collateral agent hereunder, and (b) authorizes the Collateral Agent (and its officers, directors, employees and agents) to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor action on such Purchaser’s behalf in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust accordance with the Company, or for any of its subsidiaries or affiliatesterms hereof. The Collateral Agent shall administer not have, by reason hereof, a fiduciary relationship in respect of any Purchaser. Neither the Collateral Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and any lien thereon for each Purchaser agrees to defend, protect, indemnify and hold harmless the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to all of its officers, directors, employees and agents (collectively, the “Collateral as are granted to the Investor hereunder Agent Indemnitees”) from and applicable law against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Collateral Agent Indemnitee of the duties and obligations of Collateral Agent pursuant hereto. The Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the conversation instructions of the Note holders of a majority in accordance with aggregate principal amount of the terms hereinDebentures (the “Required Holders”), and such instructions shall be binding upon all holders of Debentures; provided, however, that the Collateral Agent shall promptly release not be required to take any and all Collateralaction which, in the reasonable opinion of the Collateral Agent, exposes the Collateral Agent to liability or which is contrary to this Agreement or applicable law. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any notewritten notices, writingstatements, resolutioncertificates, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order orders or other document, documents or any telephone message, or other electronic form of communication message believed by it in good faith to be genuine and correct and to have been signed, sent or made by Investor the proper Person (as defined in the Purchase Agreement), and with respect to all matters pertaining to this Agreement and its duties hereunder or thereunder, upon advice and statements of legal counsel, independent accountants and other experts counsel selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agentit.

Appointment of Collateral Agent. Investor Each of Senior Lender and Mezz Lender hereby irrevocably designates Seahawk Capital Partnersappoint the Collateral Agent (and the Collateral Agent hereby accepts such appointment) to take any action including, Inc. as without limitation, the registration of any Collateral Agent. Investor hereby irrevocably authorizes in the name of the Collateral Agent or its nominees prior to or during the continuance of an Event of Default, the exercise of voting rights upon the occurrence and during the continuance of an Event of Default, the application of any cash collateral received by the Collateral Agent to exercise all the payment of the rights Obligations, the making of the Investor any demand under the provisions Loan Documents, the exercise of this Agreement, any remedies given to Lenders or the Collateral Agent pursuant to the Loan Documents and the exercise of any other instruments and agreements referred authority pursuant to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit appointment of the Collateral Agent and Investor, and neither as an attorney-in-fact that the Company nor any Collateral Agent deems necessary or proper for the administration of its subsidiaries or affiliates shall have any rights as a third party beneficiary of the Collateral pursuant to the Loan Documents. Upon realizing on any of the provisions hereof. In performing its functions and duties under this AgreementCollateral in accordance with the Loan Documents, the Collateral Agent shall act solely as agent of the Investors and the promptly distribute any cash or Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust in accordance with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note term hereof (including, without limitation, upon the conversation Section 2.4(i)) to Lenders and, if applicable, Borrower. Xxxxxxx must notify Collateral Agent in writing of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateralexistence of future Obligations owed by Borrower to Lenders. The Collateral Agent shall will not be entitled required to rely, and shall act hereunder in connection with future Obligations the existence of which was not disclosed in writing to the Collateral Agent nor will the Collateral Agent be fully protected in relying, upon required to act on behalf of any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form assignee of communication signed, sent or made by Investor and upon advice and statements Obligations without the written consent of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign will not be responsible or liable for any action taken or omitted to be taken by it hereunder or any other Loan Document except for an inaction or inaction arising from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent’s own gross negligence or willful misconduct.

Appointment of Collateral Agent. Investor Each of Senior Lender and Mezz Lender hereby irrevocably designates Seahawk Capital Partnersappoint the Collateral Agent (and the Collateral Agent hereby accepts such appointment) to take any action including, Inc. as without limitation, the registration of any Collateral Agent. Investor hereby irrevocably authorizes in the name of the Collateral Agent or its nominees prior to or during the continuance of an Event of Default, the exercise of voting rights upon the occurrence and during the continuance of an Event of Default, the application of any cash collateral received by the Collateral Agent to exercise all the payment of the rights Obligations, the making of the Investor any demand under the provisions Loan Documents, the exercise of this Agreement, any remedies given to Lenders or the Collateral Agent pursuant to the Loan Documents and the exercise of any other instruments and agreements referred authority pursuant to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit appointment of the Collateral Agent and Investor, and neither as an attorney-in-fact that the Company nor any Collateral Agent deems necessary or proper for the administration of its subsidiaries or affiliates shall have any rights as a third party beneficiary of the Collateral pursuant to the Loan Documents. Upon realizing on any of the provisions hereof. In performing its functions and duties under this AgreementCollateral in accordance with the Loan Documents, the Collateral Agent shall act solely as agent of the Investors and the promptly distribute any cash or Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust in accordance with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note term hereof (including, without limitation, upon the conversation Section 2.4(i)) to Lenders and, if applicable, Borrower. Lenders must notify Collateral Agent in writing of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateralexistence of future Obligations owed by Borrower to Lenders. The Collateral Agent shall will not be entitled required to rely, and shall act hereunder in connection with future Obligations the existence of which was not disclosed in writing to the Collateral Agent nor will the Collateral Agent be fully protected in relying, upon required to act on behalf of any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form assignee of communication signed, sent or made by Investor and upon advice and statements Obligations without the written consent of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign will not be responsible or liable for any action taken or omitted to be taken by it hereunder or any other Loan Document except for an inaction or inaction arising from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent’s own gross negligence or willful misconduct.

Appointment of Collateral Agent. Investor Xxxxxxx Associates, L.P., a Delaware limited partnership with its principal place of business in New York, is hereby irrevocably designates Seahawk Capital Partnersappointed the initial collateral agent (in such capacity, Inc. as the "Collateral Agent. Investor hereby irrevocably authorizes ") to act on behalf of the Noteholders in connection with the Collateral Agent and pursuant to exercise all of the rights of the Investor under the provisions of this Agreement, the Amended Collateral Agency Agreement and any the other instruments and agreements referred Security Documents. Subject to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests provisions of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Amended Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agency Agreement, the Collateral Agent shall act solely as agent hold all Collateral granted pursuant to the Security Documents for the equal and ratable benefit of itself and the Noteholders. Subject to the provisions of the Investors Amended Collateral Agency Agreement and the other Security Documents, (a) the Collateral Agent does not assume will execute and shall not be deemed to have assumed any obligation or relationship of agency or trust deliver the Collateral Agency Agreement Amendment and the other Security Documents and act in accordance with the Companyterms thereof, (b) the Collateral Agent may, in its sole discretion and without the consent of the Noteholders, take all actions it deems necessary or for appropriate in order to (i) enforce any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral terms of the Security Documents and any lien thereon (ii) collect and receive, for the benefit of the Investors Noteholders, any and all amounts payable in respect of the manner provided herein. The Obligations, and (c) the Collateral Agent shall exercise have power to institute and to maintain such rights suits and remedies proceedings as it may deem expedient to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the Security Documents or this Agreement, and such suits and proceedings as the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Noteholders in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with respect any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest thereunder or be prejudicial to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions interests of the Investor shall be determined by Noteholders or the Requisite HoldersCollateral Agent). Upon payment in full of all obligations under this Agreement and Notwithstanding the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein)foregoing, the Collateral Agent shall promptly release may, at the expense of the Issuer, request the direction of the Required Holders with respect to any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relyingsuch actions and, upon any notereceipt of the written consent of the Required Holders, writingshall take such actions, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice subject in each case to the Investors provisions of the Amended Collateral Agency Agreement and the Companyother Security Documents. Such resignation shall take effect upon Reference is made to the Amended Collateral Agency Agreement with respect to the appointment of a successor Collateral Agent in the event of resignation or removal of the initial Collateral Agent or any successor Collateral Agent.

Appointment of Collateral Agent. Investor Subject to the rights of each Counterparty under Section 2.02 and without limiting the priority, distribution and other rights granted under the terms of the Override Agreement, each Counterparty hereby irrevocably designates Seahawk Capital Partnersappoints the Collateral Agent as the agent for such Counterparty under this Agreement and the other Security Documents and to act as agent, Inc. as bailee and custodian for the exclusive benefit of the Counterparties, with respect to the Collateral Agent. Investor and the products and Proceeds thereof, and each Counterparty hereby irrevocably authorizes the Collateral Agent Agent, as the agent for such Counterparty, to exercise all of the rights of the Investor take such action on its behalf under the provisions of this Agreement, Agreement and any the other instruments and agreements referred to herein, Transaction Documents and to exercise such powers and perform such duties as are expressly delegated thereto by the terms of this Agreement and the other Transaction Documents, together with such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateralreasonably incidental thereto. The provisions of this Section are solely Collateral Agent hereby accepts such appointment and agrees to maintain and hold all Collateral at any time delivered to it as agent, bailee and custodian for the exclusive benefit of the Counterparties (or, in the case of Section 6.01, the Required Terminating Counterparties). The Collateral Agent is acting and Investorwill act with respect to Collateral for the exclusive benefit of the Counterparties and is not, and neither shall not at any time in the Company nor future be, subject with respect to Collateral in any manner or to any extent to the direction or control of the Companies or any of its subsidiaries them except as expressly permitted hereunder and under the other Transaction Documents or affiliates as directed, in writing, by the Required Counterparties (or, in the case of Section 6.01, the Required Terminating Counterparties). The Collateral Agent agrees to act in accordance with this Agreement and the Override Agreement. Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Override Termination Event has occurred and is continuing, (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Counterparties (or, in the case of Section 6.01, the Required Terminating Counterparties), and (iii) except as a third party beneficiary of expressly set forth in any of the provisions hereof. In performing its functions and duties under this AgreementSecurity Document, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume have any duty to disclose, and shall not be deemed liable for any failure to have assumed disclose, any obligation information relating to the Collateral that is communicated to or relationship of agency obtained by the bank serving as Collateral Agent or trust with the Company, or for any of its subsidiaries or affiliatesAffiliates in any capacity. The Collateral Agent shall administer the Collateral and any lien thereon not be responsible for the benefit existence, genuineness or value of any Collateral or for the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect validity, perfection, priority or enforceability of any Lien purported to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed created by the Investors. All directions Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part under the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all CollateralSecurity Documents. The Collateral Agent shall be entitled deemed not to rely, have knowledge of any Override Termination Event unless and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by until written notice thereof is given to the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentCompany or a Secured Party.

Appointment of Collateral Agent. Investor The Senior Secured Parties hereby irrevocably designates Seahawk Capital Partnersdesignate and appoint Bankers Trust (Delaware) to act on behalf of the Senior Secured Parties, Inc. as agent, fiduciary and trustee thereof in respect of the Shared Collateral, in the capacity of Collateral Agent. Investor Agent hereunder and under the other Security Documents, and each of the Senior Secured Parties hereby irrevocably authorizes Bankers Trust (Delaware) as the Collateral Agent to exercise all enter into the Mortgage, the Security Agreement and any other Security Documents to which the Collateral Agent is or is to be a party on behalf of the rights of the Investor Senior Secured Parties, to purchase, maintain, execute, deliver and perform a surety bond (and any application for a surety bond) relating to any mortgage privilege or recording tax and enter into any and all agreements relating thereto, to take such actions on its behalf under the provisions of this Agreement, Agreement and any such other instruments and agreements referred to herein, Security Documents and to exercise such other powers and take perform such other actions duties as are appropriate expressly delegated to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent by the terms of this Agreement and Investorthe other Security Documents to which it is a party, together with such other powers as are reasonably incidental thereto. Bankers Trust (Delaware) hereby accepts such appointment as Collateral Agent hereunder and neither agrees to administer the Company nor any Intercreditor Agreement Accounts and to receive, deposit and disburse all Revenues and other amounts delivered to it pursuant to the terms of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement. The Mobile Energy Parties, the Collateral Agent shall act solely as agent of the Investors IDB and the Collateral Agent does not assume and shall not be deemed each Subordinated Debt Provider hereby consent to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliatessuch appointment. The Collateral Agent shall administer hold and safeguard the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Intercreditor Agreement Accounts (and the Note (includingRevenues, without limitationcash, upon the conversation of the Note payments, investments, insurance proceeds, securities and other amounts on deposit therein from time to time) in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agenthereof.

Appointment of Collateral Agent. Investor Each Lender hereby irrevocably designates Seahawk Capital Partners, Inc. and appoints MHD as Collateral AgentAgent of such Lender under this Agreement and the Security Documents to which MHD is a party, and MHD hereby accepts such appointment, subject to the terms and provisions of this Agreement and the Security Documents to which it is a party, and agrees to perform the duties of Collateral Agent as set forth herein and therein. Investor Each Lender hereby irrevocably further authorizes the Collateral Agent to exercise all of enter into the rights of Security Documents to be executed and delivered by Collateral Agent on the Investor Effective Date and agrees to be bound by the terms thereof. Each Lender irrevocably authorizes MHD, as Collateral Agent for such Lender, to take such action on its behalf under the provisions of this Agreement, Agreement and any other instruments and agreements referred the Security Documents to hereinwhich Collateral Agent is a party, and to exercise such powers and perform such duties as are expressly delegated to Collateral Agent by the terms of this Agreement and the Security Documents to which it is a party, together with such other powers and take such other actions as are appropriate reasonably incidental thereto; provided that Collateral Agent shall not enter into any consent to protect any amendment, modification, termination or waiver of any provision contained in any Security Document to which it is party without the interests prior written consent of Required Lenders. Each Lender agrees that no Lender shall have any right individually to realize upon the Investor in security granted by the Collateral. The provisions Security Documents to which Collateral Agent is party, it being understood and agreed that such rights and remedies may be exercised only by Collateral Agent at the direction of this Section are solely Agent on behalf of Required Lenders, for the benefit of the Collateral Agent and InvestorLenders, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), of such agreements. Each Lender hereby authorizes Collateral Agent to release Collateral only as expressly permitted or required under this Agreement or the Security Documents and agrees that a certificate executed by Collateral Agent evidencing such release of Collateral shall be conclusive evidence of such release to any third party. Collateral Agent shall promptly not subordinate or release any Liens under any of the Security Documents except as provided in this Agreement or upon the written direction of Agent on behalf of the Required Lenders. All notices and all Collateral. The directions to Collateral Agent shall be entitled to rely, given by Agent on behalf of and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form at the direction of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentRequired Lenders.

Appointment of Collateral Agent. Investor hereby irrevocably designates Seahawk Capital PartnersBy executing and delivering the Credit Agreement or otherwise becoming a "Lender" thereunder, Inc. as Collateral Agent. Investor hereby irrevocably authorizes each Lender shall automatically be deemed to have appointed the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreementact as secured party, agent, bailee and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely custodian for the exclusive benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementAdministrative Agent, the Collateral Agent shall act solely as agent of the Investors Agent, and the Collateral Agent does not assume Lenders (collectively and shall not be deemed to have assumed any obligation or relationship of agency or trust with severally, the Company"Secured Parties"), or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted (to the Investor extent that such Collateral consists of the documents delivered to the Collateral Agent under Paragraph 2(a) hereof). The Collateral Agent hereby accepts such appointment and agrees to maintain and hold all Collateral (to the extent that such Collateral consists of the documents delivered to the Collateral Agent under Paragraph 2(a) hereof) at any time delivered to it as secured party, agent, bailee and custodian for the exclusive benefit of the Secured Parties. The Collateral Agent acknowledges and agrees that the Collateral Agent is acting and will act with respect to the Collateral for the exclusive benefit of the Secured Parties and is not, and shall not at any time in the future be, subject with respect to the Collateral, in any manner or to any extent, to the direction or control of any of the Borrowers except as expressly permitted hereunder and applicable law under the other Loan Documents. The Collateral Agent agrees to act in accordance with this Security Agreement and as in accordance with any written instructions properly delivered pursuant hereto. Under no circumstances shall be directed by the Investors. All directions Collateral Agent deliver possession of Collateral to any of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note Borrowers except in accordance with the express terms herein), of this Security Agreement and the Collateral Agent shall promptly release any and all Collateralother Loan Documents. The Collateral Agent shall be entitled to relyhereby confirms that it is a MERS patron member in good standing and in compliance with all rules, regulations, procedures, and requirements set forth by MERS with respect to patron members, including, but not limited to, the payment of membership fees. The Borrowers shall be fully protected cause the MERS System to reflect the name of the Collateral Agent in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Custodian Category; however the Collateral Agent's interest with respect to MERS Loans governed hereby shall be only that of custodian on behalf of the Administrative Agent. The Borrowers shall cause the MERS System to reflect the name of the Administrative Agent in the Interim Funder Category and to reflect the security interest granted to Administrative Agent on behalf of the Lenders. The Borrowers shall provide the Administrative Agent and the Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agentwith MERS Identification Numbers for each MERS Mortgage.

Appointment of Collateral Agent. Investor (a) Each Noteholder and each Lender hereby irrevocably designates Seahawk Capital Partners, Inc. as Collateral Agent. Investor hereby irrevocably authorizes appoints the Collateral Agent to exercise all act as its agent in connection with the administration of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely Collateral Agent shall hold all Collateral for the benefit of the Secured Lender Group. The Collateral Agent and Investor, and neither the Company nor may perform any of its subsidiaries functions and duties under this Agreement by or affiliates shall have through any rights as a third party beneficiary of agents or any of the provisions hereofits directors, officers or employees. In performing any of its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to be acting as a trustee for, or partner of, the Lenders or the Noteholders or to have assumed any obligation or relationship of agency agency, trust or trust partnership with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral AgentDebtor. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to all the Investors Lenders, the Noteholders and the CompanyDebtors. Such resignation Upon such resignation, the Requisite Lenders shall take effect upon have the appointment of right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Requisite Lenders, 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 all the Secured Parties, appoint a successor Collateral Agent. Such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations thereafter under this Agreement. The Collateral Agent shall continue to perform its duties hereunder until a successor Collateral Agent shall have been appointed and accepts such appointment in writing. After any retiring Collateral Agent's resignation, the provisions of this Section 22, including, without limitation, the indemnity provisions of Subsection 22(i) hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

Appointment of Collateral Agent. Investor The Lender hereby irrevocably designates Seahawk Capital Partners, Inc. and appoints as Collateral AgentAgent under this Agreement and the Security Documents to which the Collateral Agent is a party, and the Collateral Agent hereby accepts such appointment, subject to the terms and provisions of this Agreement and the Security Documents to which it is a party. Investor The Lender hereby further authorizes Collateral Agent to enter into the Security Documents to be executed and delivered by Collateral Agent on the Issuance Date and agrees to be bound by the terms thereof. The Lender irrevocably authorizes the Collateral Agent, as Collateral Agent for the Lender, to exercise all of the rights of the Investor take such action on its behalf under the provisions of this Agreement, Agreement and any other instruments and agreements referred the Security Documents to hereinwhich Collateral Agent is a party, and to exercise such other powers and take perform such other actions duties as are appropriate expressly delegated to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions terms of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (includingSecurity Documents to which it is a party, without limitation, upon the conversation of the Note in accordance together with the terms herein), the such other powers as are reasonably incidental thereto; provided that Collateral Agent shall promptly not enter into any consent to any amendment, modification, termination or waiver of any provision contained in any Security Document to which it is party without the prior written consent of the Lender. The Lender hereby authorizes Collateral Agent to release Collateral only as expressly permitted or required under this Agreement or the Security Documents and agrees that a certificate executed by Collateral Agent evidencing such release of Collateral shall be conclusive evidence of such release to any third party. Collateral Agent shall not subordinate or release any Liens under any of the Security Documents except as provided in this Agreement or upon the written direction of the Lender. All notices and all Collateral. The directions to Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected given by the Collateral Agent. The Collateral Agent may resign from Lender on behalf of and at the performance direction of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentLender.

Appointment of Collateral Agent. Investor Xxxxxxx Associates, L.P., a Delaware limited partnership with its principal place of business in New York, is hereby irrevocably designates Seahawk Capital Partnersappointed the initial collateral agent (in such capacity, Inc. as the "Collateral Agent") to act on behalf of the Noteholders in connection with the Collateral and pursuant to the provisions of the Collateral Agency Agreement and the other Security Documents. Investor hereby irrevocably authorizes The Collateral Agent shall hold all Collateral granted pursuant to the Security Documents for the equal and ratable benefit of itself and the Noteholders. Subject to the provisions of the Collateral Agency Agreement and the other Security Documents, (a) the Collateral Agent to exercise all will execute and deliver the Collateral Agency Agreement and the other Security Documents and act in accordance with the terms thereof, (b) the Collateral Agent may, in its sole discretion and without the consent of the rights Noteholders, take all actions it deems necessary or appropriate in order to (i) enforce any of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests terms of the Investor in the Collateral. The provisions of this Section are solely Security Documents and (ii) collect and receive, for the benefit of the Noteholders, any and all amounts payable in respect of the Obligations, and (c) the Collateral Agent shall have power to institute and Investorto maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the Security Documents or this Agreement, and neither such suits and proceedings as the Company nor any of Collateral Agent may deem expedient to preserve or protect its subsidiaries or affiliates shall have any rights as a third party beneficiary of any interests and the interests of the provisions hereofNoteholders in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest thereunder or be prejudicial to the interests of the Noteholders or the Collateral Agent). In performing its functions and duties under this AgreementNotwithstanding the foregoing, the Collateral Agent shall act solely as agent may, at the expense of the Investors and Issuer, request the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit direction of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies Required Holders with respect to any such actions and, upon receipt of the written consent of the Required Holders, shall take such actions, subject in each case to the provisions of the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agency Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), other Security Documents. Reference is made to the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled Agency Agreement with respect to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent in the event of resignation or removal of the initial Collateral Agent or any successor Collateral Agent.

Appointment of Collateral Agent. Investor Each Bank hereby irrevocably designates Seahawk Capital Partners, Inc. and appoints Foothill as Collateral AgentAgent of such Bank under this Agreement and the Security Documents to which Foothill is a party, and Foothill hereby accepts such appointment, subject to the terms and provisions of this Agreement and the Security Documents to which it is a party. Investor Each Bank hereby irrevocably further authorizes the Collateral Agent to exercise all of enter into the rights of Security Documents to be executed and delivered by Collateral Agent on the Investor Effective Date and agrees to be bound by the terms thereof. Each Bank irrevocably authorizes Foothill, as Collateral Agent for such Bank, to take such action on its behalf under the provisions of this Agreement, Agreement and any other instruments and agreements referred the Security Documents to hereinwhich Collateral Agent is a party, and to exercise such powers and perform such duties as are expressly delegated to Collateral Agent by the terms of this Agreement and the Security Documents to which it is a party, together with such other powers and take such other actions as are appropriate reasonably incidental thereto; provided that Collateral Agent shall not enter into any consent to protect any amendment, modification, termination or waiver of any provision contained in any Security Document to which it is party without the interests prior written consent of Required Banks. Each Bank agrees that no Bank shall have any right individually to realize upon the Investor in security granted by the Collateral. The provisions Security Documents to which Collateral Agent is party, it being understood and agreed that such rights and remedies may be exercised only by Collateral Agent at the direction of this Section are solely Agent on behalf of Required Banks, for the benefit of the Collateral Agent and InvestorBanks, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), of such agreements. Each Bank hereby authorizes Collateral Agent to release Collateral only as expressly permitted or required under this Agreement or the Security Documents and agrees that a certificate executed by Collateral Agent evidencing such release of Collateral shall be conclusive evidence of such release to any third party. Collateral Agent shall promptly not subordinate or release any Liens under any of the Security Documents except as provided in this Agreement or upon the written direction of Agent on behalf of the Required Banks. All notices and all Collateral. The directions to Collateral Agent shall be entitled to rely, given by Agent on behalf of and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form at the direction of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentRequired Banks.

Appointment of Collateral Agent. Investor Clearlake is hereby irrevocably designates Seahawk Capital Partners, Inc. appointed to act on behalf of the Secured Parties as Collateral Agent under this Agreement and the other Financing Documents. In performing its functions and duties under this Agreement and the other Financing Documents, and notwithstanding the use of the term “agent” or “Agent. Investor hereby irrevocably authorizes ” in any capacity, the Collateral Agent shall have no duties or responsibilities except to exercise all act in accordance with the instructions of the rights Required Holders, and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any individual Tranche B Purchaser. Furthermore, the duties of the Investor under Collateral Agent shall be mechanical and administrative in nature and the provisions Collateral Agent shall not have, or be deemed to have, by reason of this Agreement, any other Financing Document or otherwise, a fiduciary relationship in respect of any individual Tranche B Purchaser. The Collateral Agent shall have no duty to disclose, and shall not be liable for failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries or any Account Debtor that is communicated to or obtained by the Collateral Agent or any of the Collateral Agent’s Affiliates in any capacity. Any other appointment or collateral agency agreement between the Collateral Agent and any other instruments Purchaser or any of their respective Affiliates, if any, is hereby terminated and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateralshall be superseded by this Section. The provisions of this Section 22.1 are solely for the benefit of the Collateral Agent and Investor, Purchasers and neither the Company no Credit Party nor any of its subsidiaries or affiliates other Person shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to relyrefrain from any act or action (including failure to act) in connection with this Agreement or any other Financing Document until the Collateral Agent shall have received instructions from the Required Holders, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral AgentAgent shall not incur liability to any Person by reason of so refraining. The Collateral Agent may resign from shall be fully justified in failing or refusing to take any action hereunder or under any other Financing Document (a) if such action would, in the performance opinion of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent, be contrary to law or the terms of this Agreement or any other Financing Document, (b) if such action would, in the opinion of the Collateral Agent, expose the Collateral Agent to environmental or other liabilities or (c) if the Collateral Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Purchaser shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent’s acting or refraining from acting hereunder or under any other Financing Document in accordance with the instructions of the Required Holders.

Appointment of Collateral Agent. Investor Pursuant to, and subject to the provisions of, Section 7.12 of the Convertible Note Indenture and of Section 7.12 of the Senior Note Indenture, the Trustees hereby irrevocably designates Seahawk Capital Partners, Inc. as appoint the Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Companyaccepts appointment, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations collateral agent under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agentthis Security Agreement. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to the Investors Trustees and may be removed at any time with or without cause by the Trustees acting together. Prior to the effectiveness of any such resignation or removal, the Trustees acting together shall have the right to appoint a successor Collateral Agent which shall be a commercial bank organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustees acting together, and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or a Trustees' removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Senior Note Trustee, the Holders of the Senior Notes, the Convertible Note Trustee and the Company. Such resignation shall take effect upon Holders of the appointment of Convertible Notes, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Security Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Security Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. Investor Pursuant to, and subject to the provisions of, Section 7.12 of the Senior Note Indenture and of Section 7.12 of the Convertible Note Indenture, the Trustees hereby irrevocably designates Seahawk Capital Partners, Inc. as appoint the Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Companyaccepts appointment, or for any of its subsidiaries or affiliates. The as Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agentthis Security Agreement. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to the Investors Trustees and may be removed at any time with or without cause by the Trustees acting together. Prior to the effectiveness of any such resignation or removal, the Trustees acting together shall have the right to appoint a successor Collateral Agent which shall be a commercial bank organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustees acting together, and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustees' removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Senior Note Trustee, the Holders of the Senior Notes, the Convertible Note Trustee and the Company. Such resignation shall take effect upon Holders of the appointment of Convertible Notes, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Security Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Security Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. Investor (a) Each Noteholder and each Lender hereby irrevocably designates Seahawk Capital Partners, Inc. as Collateral Agent. Investor hereby irrevocably authorizes appoints the Collateral Agent to exercise all act as its agent in connection with the administration of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely Collateral Agent shall hold all Collateral for the benefit of the Secured Lender Group. The Collateral Agent and Investor, and neither the Company nor may perform any of its subsidiaries functions and duties under this Agreement by or affiliates shall have through any rights as a third party beneficiary of agents or any of the provisions hereofits directors, officers or employees. In performing any of its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to be acting as a trustee for, or partner of, the Lenders or the Noteholders or to have assumed any obligation or relationship of agency agency, trust or trust partnership with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral AgentPledgor. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to all the Investors Lenders, the Noteholders and the CompanyPledgor. Such resignation Upon such resignation, the Requisite Lenders shall take effect upon have the appointment of right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Requisite Lenders, 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 all the Secured Parties, appoint a successor Collateral Agent. Such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations thereafter under this Agreement. The Collateral Agent shall continue to perform its duties hereunder until a successor Collateral Agent shall have been appointed and accepts such appointment in writing. After any retiring Collateral Agent's resignation, the provisions of this Section 22, including, without limitation, the indemnity provisions of Subsection 22(h) hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

Appointment of Collateral Agent. Investor MHR Capital Partners LP (“MHR”) is hereby irrevocably designates Seahawk Capital Partners, Inc. appointed to act on behalf of all the Holders as collateral agent (the “Collateral Agent. Investor hereby irrevocably authorizes ”) under this Agreement and the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the CollateralNotes. The provisions of this Section 7 are solely for the benefit of the Collateral Agent and Investor, the Holders and neither the Company nor any of its subsidiaries or affiliates no other person shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementAgreement and the Notes, the Collateral Agent shall act solely as agent of the Investors Holders and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with the Company, or for the Issuers or any of its subsidiaries or affiliatesother person. The Collateral Agent shall administer the Collateral and any lien thereon have no duties or responsibilities except for the benefit of the Investors those expressly set forth in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation Notes. The duties of the Note Collateral Agent shall be mechanical and administrative in accordance with nature and the terms herein)Collateral Agent shall not have, or be deemed to have, by reason of this Agreement, any other Transaction Document or otherwise a fiduciary relationship in respect of any Holder. Except as expressly set forth in this Agreement and the Notes, the Collateral Agent shall promptly release not have any duty to disclose, and shall not be liable for failure to disclose, any information relating to any of the Issuers or any of their respective Subsidiaries that is communicated to or obtained by MHR or any of its Affiliates in any capacity. Neither the Collateral Agent nor any of its Affiliates nor any of their respective officers, directors, employees, agents or representatives shall be liable to any Holder for any action taken or omitted to be taken by it hereunder or under any other Transaction Document, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct. If the Collateral Agent shall request instructions from the Holders holding a majority of the outstanding principal amount of the Notes (the “Required Holders”) or all Collateralaffected Holders with respect to any act or action (including failure to act) in connection with this Agreement or the Notes, then the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until such Collateral Agent shall have received instructions from the Required Holders or all affected Holders, as the case may be, and the Collateral Agent shall not incur liability to any person by reason of so refraining. The Collateral Agent shall be entitled fully justified in failing or refusing to relytake any action hereunder or under the Notes (a) if such action would, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form the opinion of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The , be contrary to law or the terms of this Agreement or the Notes, (b) if such action would, in the opinion of such Agent, expose the Collateral Agent to any liabilities under any environmental laws, rules or ordinances or (c) if the Collateral Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may resign be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Holder shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the performance Notes in accordance with the instructions of Required Holders or all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agentaffected Holders, as applicable.

Appointment of Collateral Agent. Investor Pursuant to, and subject to the provisions of, Section 7.12 of the Senior Note Indenture and of Section 7.12 of the Convertible Note Indenture, the Trustees hereby irrevocably designates Seahawk Capital Partners, Inc. as appoint the Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Companyaccepts appointment, or for any of its subsidiaries or affiliates. The as Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agentthis Security Agreement. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to the Investors Trustees and may be removed at any time with or without cause by the Trustees acting together. Prior to the effectiveness of any such resignation or removal, the Trustees acting together shall have the right to appoint a successor Collateral Agent which shall be a commercial bank organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustees acting together, and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustees' removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Senior Note Trustee, the Holders of the Senior Notes, the Convertible Note Trustee and the Company. Such resignation shall take effect upon Holders of the appointment of Convertible Notes, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States of 32 33 America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Security Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Security Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. Investor The Obligee hereby irrevocably designates Seahawk and appoints each of The Bank of New York and Foothill Capital Partners, Inc. Corporation as Collateral AgentAgent under this Agreement and the Security Documents to which the Collateral Agent is a party with respect to the SP Sub Collateral and the Collateral other than SP Sub Collateral, respectively, and the Collateral Agent hereby accepts such appointment, subject to the terms and provisions of this Agreement, the Intercreditor Agreement and the Security Documents to which it is a party. Investor The Obligee hereby further authorizes and directs Collateral Agent to enter into the Security Documents, the Intercreditor Agreement and all other documents, consents, joinders, acknowledgments and other written matter to be executed and delivered by Collateral Agent on the Issuance Date and agrees to be bound by the terms thereof. The Obligee irrevocably authorizes the Collateral Agent, as Collateral Agent for the Obligee, to exercise all of the rights of the Investor take such action on its behalf under the provisions of this Agreement, the Intercreditor Agreement and any other instruments and agreements referred the Security Documents to hereinwhich Collateral Agent is a party, and to exercise such powers and perform such duties as are expressly delegated to Collateral Agent by the terms of this Agreement, the Intercreditor Agreement and the Security Documents to which it is a party, together with such other powers and take such other actions as are appropriate reasonably incidental thereto; PROVIDED that Collateral Agent shall not enter into any consent to protect any amendment, modification, termination or waiver of any provision contained in this Agreement or any Security Document to which it is party without the interests prior written consent of the Investor in the CollateralObligee. The provisions of this Section are solely for the benefit of the Obligee hereby authorizes Collateral Agent and Investor, and neither the Company nor any of its subsidiaries to release Collateral only as expressly permitted or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties required under this Agreement, the Intercreditor Agreement or the Security Documents and agrees that a certificate executed by Collateral Agent evidencing such release of Collateral shall be conclusive evidence of such release to any third party. Collateral Agent shall act solely as agent not subordinate or release any Liens under any of the Investors and Security Documents except as provided in this Agreement, the Collateral Agent does not assume and shall not be deemed to have assumed any obligation Intercreditor Agreement or relationship of agency or trust with upon the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit written direction of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the InvestorsObligee. All notices and directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The to Collateral Agent shall be entitled to rely, and shall be fully protected given in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected writing by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentObligee.

Appointment of Collateral Agent. Investor The Trustee hereby irrevocably designates Seahawk Capital Partners, Inc. as appoints the Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Companyaccepts appointment, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations collateral agent under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agentthis Agreement. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to the Investors Trustee and may be removed at any time with or without cause by the Trustee. Prior to the effectiveness of any such resignation or removal, the Trustee shall have the right to appoint a successor Collateral Agent which shall be a commercial bank or trust company organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustee's removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Trustee and the Company. Such resignation shall take effect upon Holders of the appointment of Secured Notes, appoint a successor Collateral Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. Investor Pursuant to, and subject to the provisions of, Section 7.12 of the Senior Note Indenture and of Section 7.12 of the Convertible Note Indenture, the Trustees hereby irrevocably designates Seahawk Capital Partners, Inc. as appoint the Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Companyaccepts appointment, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations collateral agent under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agentthis Security Agreement. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to the Investors Trustees and may be removed at any time with or without cause by the Trustees acting together. Prior to the effectiveness of any such resignation or removal, the Trustees acting together shall have the right to appoint a successor Collateral Agent which shall be a commercial bank organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustees acting together, and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustees' removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Senior Note Trustee, the Holders of the Senior Notes, the Convertible Note Trustee and the Company. Such resignation shall take effect upon Holders of the appointment of Convertible Notes, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Security Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Security Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. Investor Each Bank hereby irrevocably designates Seahawk Capital Partnersand appoints X.X. Xxxxxxxx & Co., Inc. LLC as Collateral AgentAgent of such Bank under this Agreement and the Security Documents to which X.X. Xxxxxxxx & Co., LLC is a party, and X.X. Xxxxxxxx & Co., LLC hereby accepts such appointment, subject to the terms and provisions of this Agreement and the Security Documents to which it is a party. Investor Each Bank hereby irrevocably further authorizes the Collateral Agent to exercise all of enter into the rights of Security Documents to be executed and delivered by Collateral Agent on the Investor Effective Date and agrees to be bound by the terms thereof. Each Bank irrevocably authorizes X.X. Xxxxxxxx & Co., LLC, as Collateral Agent for such Bank, to take such action on its behalf under the provisions of this Agreement, Agreement and any other instruments and agreements referred the Security Documents to hereinwhich Collateral Agent is a party, and to exercise such powers and perform such duties as are expressly delegated to Collateral Agent by the terms of this Agreement and the Security Documents to which it is a party, together with such other powers and take such other actions as are appropriate reasonably incidental thereto; provided that Collateral Agent shall not enter into any consent to protect any amendment, modification, termination or waiver of any provision contained in any Security Document to which it is party without the interests prior written consent of Required Banks. Each Bank agrees that no Bank shall have any right individually to realize upon the Investor in security granted by the Collateral. The provisions Security Documents to which Collateral Agent is party, it being understood and agreed that such rights and remedies may be exercised only by Collateral Agent at the direction of this Section are solely Agent on behalf of Required Banks, for the benefit of the Collateral Agent and InvestorBanks, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), of such agreements. Each Bank hereby authorizes Collateral Agent to release Collateral only as expressly permitted or required under this Agreement or the Security Documents and agrees that a certificate executed by Collateral Agent evidencing such release of Collateral shall be conclusive evidence of such release to any third party. Collateral Agent shall promptly not subordinate or release any Liens under any of the Security Documents except as provided in this Agreement or upon the written direction of Agent on behalf of the Required Banks. All notices and all Collateral. The directions to Collateral Agent shall be entitled to rely, given by Agent on behalf of and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form at the direction of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentRequired Banks.

Appointment of Collateral Agent. Investor The Trustee hereby irrevocably designates Seahawk Capital Partners, Inc. as appoints the Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Companyaccepts appointment, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations collateral agent under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agentthis Agreement. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to the Investors Trustee and may be removed at any time with or without cause by the Trustee, with the consent of the Issuer (not to be unreasonably withheld)unless an Event of Default has occurred and is continuing. Prior to the effectiveness of any such resignation or removal, the Trustee shall have the right to appoint a successor Collateral Agent (with the consent of the Issuer (not to be unreasonably withheld) unless an Event of Default has occurred and is continuing) which shall be a commercial bank or trust company organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustee's removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Trustee and the Company. Such resignation shall take effect upon Holders of the appointment of Secured Notes, appoint a successor Collateral Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement other than for existing claims for wilful misconduct, gross negligence or breaches of the relevant agreements. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. Investor (a) Each Lender hereby irrevocably designates Seahawk Capital Partnersappoints X. Xxxxx Commercial Capital, Inc. LLC (together with any successor Collateral Agent pursuant to Section 7 of this Exhibit C) as Collateral Agent under the Loan Documents and authorizes Collateral Agent to (i) execute and deliver the Loan Documents, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Collateral Agent under such Loan Documents and (iii) exercise such powers as are reasonably incidental thereto. (b) Without limiting the generality of clause (a) above, Collateral Agent shall have the sole and exclusive right and authority (to the exclusion of the Lender), and is hereby authorized, to (i) file and prove claims and file other documents necessary or desirable to allow the claims of Collateral Agent and Lender with respect to any Obligation in any bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Lender), (ii) act as collateral agent for each Lender for purposes of the perfection of all Liens created by the Loan Documents and all other purposes stated therein, (iii) manage, supervise and otherwise deal with the Collateral, (iv) 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, and (v) except as may be otherwise specified in any Loan Document, exercise all remedies given to Collateral Agent and the Lender with respect to the Collateral, whether under the Loan Documents, applicable Law or otherwise; provided, however, that Collateral Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for Collateral Agent and the Lender for purposes of the perfection of all Liens with respect to the Collateral, and may further authorize and direct the Lender 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. Collateral Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Lender). Any such Person shall benefit from this Exhibit C to the extent provided by Collateral Agent. Investor hereby irrevocably authorizes (c) Under the Loan Documents, Collateral Agent to exercise all (i) is acting solely on behalf of the rights Lenders, with duties that are entirely administrative in nature, notwithstanding the use of the Investor defined term “Collateral Agent”, the terms “agent”, “collateral agent” and similar terms in any Loan Document to refer to Collateral Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under the provisions any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of this Agreementor for any Lender or any other Person and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and any other instruments and agreements referred to hereineach Lender, and to exercise such other powers and take such other actions as are appropriate to protect by accepting the interests benefits of the Investor Loan Documents, hereby waives and agrees not to assert any claim against Collateral Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above. Except as expressly set forth in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and InvestorLoan Documents, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume have any duty to disclose, and shall not be deemed liable for failure to have assumed disclose, any obligation information relating to Borrower that is communicated to or relationship of agency obtained by X. Xxxxx Commercial Capital, LLC or trust with the Company, or for any of its subsidiaries or affiliatesAffiliates in any capacity. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent2.

Appointment of Collateral Agent. Investor Each of the Secured Parties hereby irrevocably designates Seahawk Capital Partners, Inc. agrees that one designated member of the Secured Parties shall act as the initial collateral agent (the “Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement”), and any other instruments and agreements referred to hereinwhich individual shall initially be Xxxxx Xxxxxxx, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Secured Parties in connection with the protection of the Collateral Agent and Investorall matters relating to any security interest, from time to time, securing the Obligations, and neither the Company nor any of its subsidiaries or affiliates no Secured Party shall have any right individually to exercise any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to relyfully indemnified by each of the Secured Parties, on a pro rata basis, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, tax liabilities, broker’s or finder’s fees, out-of-pocket costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for the Collateral Agent in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Collateral Agent shall be fully protected in relyingdesignated a party thereto) that may be imposed on, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone messageincurred by, or other electronic form asserted against the Collateral Agent, in any manner relating to or arising out of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected incurred by the Collateral Agent in connection with the Collateral Agent’s actions as the Secured Parties’ collateral agent; provided, however, that the Secured Parties shall have no obligation to the Collateral Agent under this Section with respect to liabilities arising from the gross negligence or willful misconduct of the Collateral Agent while acting as the collateral agent for the Secured Parties, as determined by a court of competent jurisdiction. Notwithstanding the foregoing, in no event shall the indemnification obligation of any Secured Party under the preceding sentence exceed the original principal amount of such Secured Party’s Notes. The relationship between the Collateral Agent and the Secured Parties is that of agent and principal only, and nothing contained in this Agreement or otherwise shall be construed to constitute the Collateral Agent as a trustee or fiduciary for any Secured Party. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior upon notice to the Secured Parties and the Company (in which case a majority in interest of the Secured Parties shall promptly appoint a replacement), and a majority in interest of the Secured Parties may replace the Collateral Agent at any time upon written notice to the Investors Collateral Agent and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentSecured Parties.