Common use of Appointment of the Collateral Agent Clause in Contracts

Appointment of the Collateral Agent. 8.1 By virtue of these presents, the Noteholders hereby appoint Picchio to act as their sub-agent for purposes of acquiring, holding and enforcing the Security, together with such powers and discretion as are reasonably incidental thereto, acting in such capacity as Collateral Agent. 8.2 In performing its duties and exercising its rights and powers as Collateral Agent under the Security, Picchio shall at all times be subject to and be governed by Sections 2, 12 and 14 of the Deed of Hypothec. 8.3 Without limiting the powers of the Noteholders under the Xxxxxx Notes, the undersigned Noteholders hereby acknowledge that in connection with the rights, title and interest created by Xxxxxx and its Subsidiaries pursuant to the Security Documents and the Encumbrances granted thereunder to secure the performance of, inter alia, the payment of the Secured Obligations, Picchio shall hold such Encumbrances and such rights, title and interest, as Collateral Agent for its own benefit and on behalf and for the benefit of the Noteholders. 8.4 The Noteholders hereby covenant and agree to pay to the Collateral Agent its fee for its services as fondé de pouvoir or collateral agent under the Security in accordance with the tariffs and terms applied by the Collateral Agent or as may have otherwise been agreed between the Noteholders and the Collateral Agent and shall, upon demand, reimburse all amounts which may have been paid by the Collateral Agent for any expenses whatsoever reasonably incurred by the Collateral Agent in execution of the rights hereby created or in the course of such execution. In this regard, Picchio and the Current Noteholders have agreed that Picchio shall be paid an annual fee of $7,500.00 for acting as the Collateral Agent. 8.5 Except as otherwise expressly provided herein or in a Noteholders’ Instrument, (a) the Collateral Agent shall not be entitled to receive from the Noteholders any remuneration or compensation for any services rendered by the Collateral Agent hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances incurred or made by the Collateral Agent in accordance with any provision of this Agreement or interest thereon; (b) no Noteholder shall be liable to compensate the Collateral Agent for any injury suffered by it by reason of the performance of its rights, powers or duties hereunder subject to any rights or recourses which the Collateral Agent may have hereunder or under any applicable law against the Collateral Agent or any other person (other than a Noteholder) in connection with such injury; and (c) the Collateral Agent shall not be obliged to render any account to the Noteholders nor return to the Noteholders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Noteholders on such amounts. 8.6 Any Noteholder may at any time and for any reason by notice (the “Termination Notice”) to the other Noteholders require that Picchio be replaced as Collateral Agent, in which circumstance the Noteholders shall jointly agree upon the replacement Collateral Agent and failing such joint agreement within thirty (30) days of receipt of the Termination Notice by the other Noteholders, any Noteholder may apply to the Superior Court sitting in Montreal, Quebec to have same select the replacement Collateral Agent, which selection shall be final and binding upon the parties and may not be appealed. Upon its replacement being determined in accordance with the provisions of this Section 8.6, Picchio shall cease to be the Collateral Agent and its replacement shall be automatically vested in all rights of Picchio under this Agreement. 8.7 Any Person replacing Picchio as Collateral Agent shall consent to the present Agreement and be bound by its terms and conditions. No amendment or modification to any right or obligation of the Collateral Agent under this Agreement shall bind the Collateral Agent unless the Collateral Agent consents in writing to be bound thereby, which consent shall not be unreasonably withheld. 8.8 The receipt by the Collateral Agent of any Noteholder Instrument requiring the Collateral Agent to perform any obligation under the Security shall be conclusive evidence of its content. The Collateral Agent may act upon any such instrument without inquiring further as to its validity. The Collateral Agent is hereby fully indemnified and hold harmless by the Noteholders in such respect for any mistake resulting from a Noteholder Instrument not complying with the requirements hereunder. 8.9 For the purposes of any determination required to be made pursuant to any Noteholder Agreement and Xxxxxx Notes relating to the cost/benefit analysis for any Additional Pledge Agreement or Additional Security Agreement, same shall be made by the Required Noteholders, acting reasonably, and communicated to Xxxxxx by the Collateral Agent.

Appointment of the Collateral Agent. 8.1 By virtue of these presents(a) In connection with the Project, the Noteholders DOE hereby appoint Picchio appoints Citibank, N.A., a national banking association, acting through its Agency and Trust Division, to act as their sub-agent Collateral Agent and authorizes it to exercise such rights, powers and authorities as are specifically delegated to the Collateral Agent by the terms of this Agreement and the other Financing Documents, including: (i) promptly notifying DOE of any material changes in the value of the Collateral of which a Responsible Officer of the Collateral Agent has been notified in writing; (ii) monitoring each Grantor’s compliance with covenants and agreements relating to the Collateral as described in the Financing Documents; (iii) monitoring all regulatory and UCC filings related to the Collateral to ensure that continuation statements, extensions or renewals, as applicable, are timely filed; (iv) during the continuance of an Event of Default or of any other breach or default under the Loan Agreement, this Agreement or any other Financing Document, assisting DOE in connection with the liquidation of the Collateral or any part thereof, including selecting specialists to assist in appraisal and liquidation of the Collateral, recommending liquidation strategies, identifying potential buyers of the assets and analyzing bids; (v) asking for, demanding, collecting, suing for, recovering, receiving and giving acquittance and receipts for moneys due and to become due under or in respect of the Collateral; (vi) receiving, endorsing and collecting any drafts or other instruments, documents and chattel paper in connection with the preceding clause of this Section 5.01; (vii) occupying any premises where the Collateral or any part thereof is assembled or located; (viii) enforcing any agreements to which it is a party; (ix) creating, preserving and protecting its Liens on, and security interest in, the Collateral; (x) filing any claims or taking any action or instituting any proceedings that it may deem necessary or desirable for the collection of any of the Collateral or otherwise to accomplish the purposes of acquiringthe Security Documents or enforce its rights with respect to any of the Collateral; (xi) exercising in respect of the Collateral, holding in addition to any other rights or remedies available to it and enforcing to the Securityextent not in violation of any Applicable Law, all the rights and remedies of a secured party under the UCC; (xii) ensuring that all Security Documents are revised or renewed as necessary; and (xiii) ensuring that the Collateral is properly maintained for the benefit of DOE, FFB, each other Secured Party and any other third-party lenders or guarantors, together with all such powers rights, powers, authorities and discretion discretions as are reasonably incidental thereto. (b) Authorization, acting without obligation unless so instructed by DOE, to File Financing Statements. (i) Each Grantor hereby irrevocably authorizes (without obligation) the Collateral Agent at any time and from time to time, with simultaneous written notice to such Grantor, to file such financing statements, continuation statements and other documents in such capacity offices as are or shall be necessary or as DOE may determine to be reasonably appropriate that (A) create, perfect and establish the priority of the Liens granted (or ratified and reaffirmed) by this Agreement in any and all of the Collateral, (B) preserve the validity, perfection or priority of the Liens granted (or ratified and reaffirmed) by this Agreement in any and all of the Collateral, (C) enable the Collateral Agent to exercise its remedies, rights, powers and privileges under this Agreement, (D) indicate the Collateral (x) as all of the assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or the Uniform Commercial Code of such jurisdiction or (y) as being of an equal or lesser scope or with greater detail and (E) provide any other information required by Part 5 of Article 9 of the UCC or the Uniform Commercial Code of such other jurisdiction, for the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (y) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which the Collateral relates. Each Grantor agrees to furnish any such information to DOE and the Collateral Agent promptly upon the Collateral Agent’s or DOE’s request. In furtherance of the foregoing, each Grantor hereby authorizes (without obligation) each of DOE and the Collateral Agent to file or cause to be filed or register or cause to be registered any such fixture filings, mortgages or deeds of trust and other Liens on its behalf and Xxxxxxxx’s cost and expense. 8.2 In performing (ii) Each Grantor hereby ratifies its duties and exercising its rights and powers as prior authorization for the Collateral Agent under the Securityto file any fixture filings, Picchio shall at all times be subject to and be governed by Sections 2mortgages, 12 and 14 deeds of trust or financing statements of the Deed of Hypothec. 8.3 Without limiting the powers of the Noteholders under the Xxxxxx Notes, the undersigned Noteholders hereby acknowledge that type described in connection with the rights, title and interest created by Xxxxxx and its Subsidiaries pursuant to the Security Documents and the Encumbrances granted thereunder to secure the performance of, inter alia, the payment of the Secured Obligations, Picchio shall hold such Encumbrances and such rights, title and interest, as Collateral Agent for its own benefit and on behalf and for the benefit of the Noteholders. 8.4 The Noteholders hereby covenant and agree to pay clause (a) above relating to the Collateral Agent its fee for its services as fondé de pouvoir if filed prior to the date of this Agreement. (iii) Each Grantor acknowledges that it is not authorized to file any amendment or collateral agent under termination statement with respect to any financing statement relating to any security interest granted hereunder without the Security in accordance with the tariffs and terms applied by prior written consent of the Collateral Agent or as may have otherwise been agreed between the Noteholders DOE and the Collateral Agent and shall, upon demand, reimburse all amounts which may have been paid by the Collateral Agent for any expenses whatsoever reasonably incurred by the Collateral Agent in execution of the rights hereby created or in the course of such execution. In this regard, Picchio and the Current Noteholders have agreed agrees that Picchio shall be paid an annual fee of $7,500.00 for acting as the Collateral Agent. 8.5 Except as otherwise expressly provided herein or in a Noteholders’ Instrument, (a) the Collateral Agent it shall not be entitled to receive from do so without the Noteholders any remuneration or compensation for any services rendered by the Collateral Agent hereunder or reimbursement prior written consent of any costs, expenses, liabilities, disbursements or advances incurred or made by the Collateral Agent in accordance with any provision of this Agreement or interest thereon; (b) no Noteholder shall be liable to compensate the Collateral Agent for any injury suffered by it by reason of the performance of its rights, powers or duties hereunder subject to any rights or recourses which the Collateral Agent may have hereunder or under any applicable law against the Collateral Agent or any other person DOE, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC. (other than iv) Each Grantor shall provide the Collateral Agent with a Noteholder) in connection with such injury; and filed stamped copy of each Uniform Commercial Code statement related to the Collateral. (c) the Collateral Agent shall not be obliged to render any account to the Noteholders nor return to the Noteholders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Noteholders on such amounts. 8.6 Any Noteholder may at any time and for any reason by notice (the “Termination Notice”) to the other Noteholders require that Picchio be replaced as The Collateral Agent, in which circumstance the Noteholders shall jointly agree upon the replacement Collateral Agent and failing such joint agreement within thirty (30) days of receipt of the Termination Notice by the other Noteholders, any Noteholder may apply to the Superior Court sitting in Montreal, Quebec to have same select the replacement Collateral Agent, which selection shall be final and binding upon the parties and may not be appealed. Upon its replacement being determined in accordance with the provisions of this Section 8.6, Picchio shall cease to be the Collateral Agent and its replacement shall be automatically vested in all rights of Picchio under this Agreement. 8.7 Any Person replacing Picchio as Collateral Agent shall consent to the present Agreement and be bound by its terms signature below, accepts such appointment. Each Grantor hereby acknowledges and conditions. No amendment or modification consents to any right or obligation of the Collateral Agent under this Agreement shall bind the Collateral Agent unless the Collateral Agent consents in writing to be bound thereby, which consent shall not be unreasonably withheldsuch appointment. 8.8 The receipt by the Collateral Agent of any Noteholder Instrument requiring the Collateral Agent to perform any obligation under the Security shall be conclusive evidence of its content. The Collateral Agent may act upon any such instrument without inquiring further as to its validity. The Collateral Agent is hereby fully indemnified and hold harmless by the Noteholders in such respect for any mistake resulting from a Noteholder Instrument not complying with the requirements hereunder. 8.9 For the purposes of any determination required to be made pursuant to any Noteholder Agreement and Xxxxxx Notes relating to the cost/benefit analysis for any Additional Pledge Agreement or Additional Security Agreement, same shall be made by the Required Noteholders, acting reasonably, and communicated to Xxxxxx by the Collateral Agent.

Appointment of the Collateral Agent. 8.1 By virtue (a) Each Noteholder hereby irrevocably designates and appoints the Collateral Agent as such Noteholder’s agent and attorney-in-fact to take such actions on behalf of these presents, the Noteholders hereby appoint Picchio under the Security Documents, and to act as their sub-agent for purposes of acquiring, holding and enforcing the Security, together with exercise such powers and discretion to perform such duties (or to refrain therefrom) with respect to the management, supervision, servicing, administration, collection and liquidation of the Pledged Collateral and the Collections as may be reasonably contemplated by the Security Documents, as well as such other powers as are reasonably incidental thereto, acting in such capacity as Collateral Agent. 8.2 In performing its duties and exercising its rights and powers as Collateral Agent under the Securityincluding, Picchio shall at all times be subject to and be governed by Sections 2, 12 and 14 of the Deed of Hypothec. 8.3 Without limiting the powers of the Noteholders under the Xxxxxx Noteswithout limitation, the undersigned Noteholders hereby acknowledge that in connection with the rights, title power to execute and interest created by Xxxxxx and its Subsidiaries pursuant to deliver the Security Documents and the Encumbrances granted thereunder to secure the performance of, inter alia, the payment of the Secured Obligations, Picchio shall hold such Encumbrances and such rights, title and interest, as Collateral Agent for its own benefit and on behalf and agent for the benefit of the Noteholders. 8.4 The Noteholders hereby covenant and agree to pay to the Collateral Agent its fee for its services as fondé de pouvoir or collateral agent under the Security in accordance with the tariffs and terms applied by the Collateral Agent or as may have otherwise been agreed between the Noteholders and the Collateral Agent and shall, upon demand, reimburse all amounts which may have been paid by the Collateral Agent for any expenses whatsoever reasonably incurred by the Collateral Agent in execution of the rights hereby created or in the course of such execution. In this regard, Picchio and the Current Noteholders have agreed that Picchio shall be paid an annual fee of $7,500.00 for acting as the Collateral Agent. 8.5 Except as otherwise expressly provided herein or in a Noteholders’ Instrument, (a) the Collateral Agent shall not be entitled to receive from the Noteholders any remuneration or compensation for any services rendered by the Collateral Agent hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances incurred or made by the Collateral Agent in accordance with any provision of this Agreement or interest thereon; (b) no Noteholder shall be liable to compensate the Collateral Agent for any injury suffered by it by reason of the performance of its rights, powers or duties hereunder subject to any rights or recourses which the Collateral Agent may have hereunder or under any applicable law against the Collateral Agent or any other person (other than a Noteholder) in connection with such injury; and (c) the Collateral Agent shall not be obliged to render any account to the Noteholders nor return to the Noteholders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Noteholders on such amounts. 8.6 Any Noteholder may at any time and for any reason by notice (the “Termination Notice”) to the other Noteholders require that Picchio be replaced as Collateral Agent, in which circumstance the Noteholders shall jointly agree upon the replacement Collateral Agent and failing such joint agreement within thirty (30) days of receipt of the Termination Notice by the other Noteholders, any Noteholder may apply to the Superior Court sitting in Montreal, Quebec to have same select the replacement Collateral Agent, which selection shall be final and binding upon the parties and may not be appealed. Upon its replacement being determined in accordance with the provisions of this Section 8.6, Picchio shall cease to be the Collateral Agent and its replacement shall be automatically vested in all rights of Picchio under this Agreement. 8.7 Any Person replacing Picchio as Collateral Agent shall consent to the present Agreement and be bound by its terms and conditions. No amendment or modification to any right or obligation of the Collateral Agent under this Agreement shall bind the Collateral Agent unless the Collateral Agent consents in writing to be bound thereby, which consent shall not be unreasonably withheld. 8.8 The receipt by the Collateral Agent of any Noteholder Instrument requiring the Collateral Agent to perform any obligation under the Security shall be conclusive evidence of its content. The Collateral Agent may act upon any such instrument without inquiring further as to its validity. The Collateral Agent is hereby fully indemnified authorized and empowered to amend, modify, or waive any provisions of the Security Documents on behalf of the applicable Noteholders, subject to the consent of the Requisite Noteholders. The Collateral Agent shall hold harmless by all Pledged Collateral as the agent of the Noteholders, subject to the terms of this Agreement and of the Lockbox Agreement. The provisions of this Section 2.1 are solely for the benefit of the Collateral Agent and the Noteholders, and neither the Company nor any other Person shall have any rights, whether as a third party beneficiary or otherwise, under this Agreement. In performing its duties under this Agreement, the Collateral Agent shall act solely as the agent of the Noteholders in and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Company or any other Person (other than the Noteholders). The Collateral Agent may perform any of its duties under the Security Documents by or through agents or employees, together with such respect for any mistake resulting from a Noteholder Instrument not complying other powers as are incidental thereto, with full power of substitution, and with the requirements power to select one or more sub-agents or designees to exercise the powers and perform the obligations of the Collateral Agent hereunder. The foregoing power of attorney is coupled with an interest and is irrevocable while this Agreement remains in effect. 8.9 For (b) The Collateral Agent shall have no duties, responsibilities or liability except as expressly set forth in the purposes Security Documents. (c) The Noteholders hereby acknowledge and agree as follows: (i) the duties of the Collateral Agent are ministerial in nature; (ii) the Collateral Agent shall not, by reason of this Agreement, have any determination required fiduciary obligations to any Noteholder; (iii) nothing in the Security Documents, express or implied, is intended to or shall be construed to impose upon the Collateral Agent any obligations in respect of the Security Documents except as expressly set forth therein; (iv) each Noteholder has made pursuant or shall make its own independent investigation of the financial condition and creditworthiness of the Company in connection with the extension of credit evidenced by said Noteholder’s respective Note, as the case may be, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Noteholder with any credit or other information with respect to the Company. The Noteholders further acknowledge and agree that the Collateral Agent shall have no obligation whatsoever to any Noteholder Agreement and Xxxxxx Notes relating or any other Person to assure that any Pledged Collateral exists or is owned by the Company; or is cared for, protected or insured; or that any liens or security interests granted to the cost/benefit analysis for Collateral Agent have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any Additional Pledge Agreement particular priority; or Additional to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in the Security Documents; it being understood and agreed that in respect of the Pledged Collateral or any act, omission or event related thereto, subject to the terms of this Agreement, same shall be made by the Required NoteholdersCollateral Agent may act in any manner it may deem appropriate, acting reasonablyin its discretion, and communicated to Xxxxxx by that the Collateral Agent, acting in such capacity, shall have no duty or liability whatsoever to any of the other Noteholders; provided, however, that the Collateral Agent shall exercise the same care which it would exercise in dealing with loans made and collateral security held solely for its own account. (d) The Collateral Agent acknowledges that it has been granted a security interest in the Pledged Collateral for the ratable benefit of the Noteholders, and agrees to hold the Pledged Collateral in possession of the Collateral Agent for the ratable benefit of each Noteholder.

Appointment of the Collateral Agent. 8.1 By virtue of these presents, the Noteholders hereby appoint Picchio to act as their sub-agent for purposes of acquiring, holding and enforcing the Security, together with such powers and discretion as are reasonably incidental thereto, acting in such capacity as (a) The Collateral Agent. 8.2 In performing its duties and exercising its rights and powers as Collateral Agent under the Security. U.S. Bank Trust Company, Picchio National Association shall at all times be subject to and be governed by Sections 2, 12 and 14 of the Deed of Hypothec. 8.3 Without limiting the powers of the Noteholders under the Xxxxxx Notes, the undersigned Noteholders hereby acknowledge that in connection with the rights, title and interest created by Xxxxxx and its Subsidiaries pursuant to the Security Documents and the Encumbrances granted thereunder to secure the performance of, inter alia, the payment of the Secured Obligations, Picchio shall hold such Encumbrances and such rights, title and interest, initially act as Collateral Agent for its own benefit and on behalf and for the benefit of the Noteholders. 8.4 The Noteholders hereby covenant and agree to pay to the Collateral Agent its fee for its services as fondé de pouvoir or collateral agent under the Security in accordance with the tariffs and terms applied by the Collateral Agent or as may have otherwise been agreed between the Noteholders and the Collateral Agent and shallPurchasers. U.S. Bank Trust Company, upon demandNational Association, reimburse all amounts which may have been paid by the Collateral Agent for any expenses whatsoever reasonably incurred by the Collateral Agent in execution of the rights hereby created or in the course of such execution. In this regard, Picchio and the Current Noteholders have agreed that Picchio shall be paid an annual fee of $7,500.00 for acting as the Collateral Agent. 8.5 Except as otherwise expressly provided herein or in a Noteholders’ Instrument, (a) the Collateral Agent shall not be entitled to receive from the Noteholders any remuneration or compensation for any services rendered by the Collateral Agent hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances incurred or made by the Collateral Agent in accordance with any provision of this Agreement or interest thereon; (b) no Noteholder shall be liable to compensate the Collateral Agent for any injury suffered by it by reason of the performance of its rights, powers or duties hereunder subject to any rights or recourses which the Collateral Agent may have hereunder or under any applicable law against the Collateral Agent or any other person (other than a Noteholder) in connection with such injury; and (c) the Collateral Agent shall not be obliged to render any account to the Noteholders nor return to the Noteholders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Noteholders on such amounts. 8.6 Any Noteholder may at any time and for any reason by notice (the “Termination Notice”) to the other Noteholders require that Picchio be replaced as Collateral Agent, in which circumstance is hereby authorized and directed by the Noteholders shall jointly agree upon the replacement Collateral Agent Purchasers to (i) enter into this Agreement and failing such joint agreement within thirty (30) days of receipt each of the Termination Notice by other Note Documents, (ii) bind the Purchasers on the terms as set forth in this Agreement and in each of the other NoteholdersNote Documents and (iii) perform and observe its obligations under this Agreement and each of the other Note Documents. Each Purchaser, any Noteholder may apply by its acceptance of the Notes, irrevocably consents and agrees to the Superior Court sitting terms of the Note Documents (including, without limitation, the provisions providing for the release of Collateral) as the same may be in Montreal, Quebec effect may be amended from time to have same select the replacement Collateral Agent, which selection shall be final and binding upon the parties and may not be appealed. Upon its replacement being determined time in accordance with their terms. The Collateral Agent is each Purchaser’s agent for the provisions purpose of this Section 8.6perfecting such Purchaser’s security interest in assets which, Picchio shall cease to in accordance with Article 9 of the UCC can be perfected only by possession. VELOCITY FINANCIAL, INC. VELOCITY COMMERCIAL CAPITAL, LLC NOTE PURCHASE AGREEMENT (b) Role of the Collateral Agent. The rights, duties, liabilities and immunities of the Collateral Agent and its appointment, resignation and replacement hereunder and under this Agreement and the other Note Documents shall be automatically vested in all rights of Picchio under governed by this Agreement. 8.7 Any Person replacing Picchio as Collateral Agent shall consent to the present Agreement and be bound by its terms the relevant provisions contained in this Agreement and conditionsthe other Note Documents. No amendment or modification Without limiting the foregoing, the rights, privileges, protections and benefits given to any right or obligation of the Collateral Agent under this Agreement are extended to, and shall bind be enforceable by, the Collateral Agent unless in connection with the Collateral Agent consents in writing execution, delivery and administration of the other Note Documents and any action taken or omitted to be bound thereby, which consent shall not be unreasonably withheld. 8.8 The receipt taken by the Collateral Agent of any Noteholder Instrument requiring the Collateral Agent to perform any obligation in connection with its appointment and performance under the Security shall be conclusive evidence of its content. The Collateral Agent may act upon any such instrument without inquiring further as other Note Documents to its validity. The Collateral Agent which it is hereby fully indemnified and hold harmless by the Noteholders in such respect for any mistake resulting from a Noteholder Instrument not complying with the requirements hereunderparty. 8.9 For the purposes of any determination required to be made pursuant to any Noteholder Agreement and Xxxxxx Notes relating to the cost/benefit analysis for any Additional Pledge Agreement or Additional Security Agreement, same shall be made by the Required Noteholders, acting reasonably, and communicated to Xxxxxx by the Collateral Agent.

Appointment of the Collateral Agent. 8.1 By virtue of these presents(a) The Lenders hereby appoint the Collateral Agent (and the Collateral Agent hereby accepts such appointment) to take any action including, without limitation, the Noteholders hereby appoint Picchio to act as their sub-agent for purposes registration of acquiring, holding and enforcing any Collateral in the Security, together with such powers and discretion as are reasonably incidental thereto, acting in such capacity as Collateral Agent. 8.2 In performing its duties and exercising its rights and powers as name of the Collateral Agent under or its nominees prior to or during the Security, Picchio shall at all times be subject to and be governed by Sections 2, 12 and 14 continuance of an Event of Default (as defined in the Deed of Hypothec. 8.3 Without limiting the powers of the Noteholders under the Xxxxxx NotesLoan Documents), the undersigned Noteholders hereby acknowledge that in connection with exercise of voting rights upon the rightsoccurrence and during the continuance of an Event of Default, title and interest created the application of any cash collateral received by Xxxxxx and its Subsidiaries pursuant the Collateral Agent to the Security Documents and the Encumbrances granted thereunder to secure the performance of, inter alia, the payment of the Secured Obligations, Picchio shall hold such Encumbrances and such rightsthe making of any demand under the Loan Documents, title and interest, as the exercise of any remedies given to the Collateral Agent pursuant to the Loan Documents and the exercise of any authority pursuant to the appointment of the Collateral Agent as an attorney-in-fact pursuant to the Loan Documents that the Collateral Agent deems necessary or proper for its own benefit and the administration of the Collateral pursuant to the Loan Documents. Upon disposition of the Collateral in accordance with the Loan Documents, the Collateral Agent shall promptly distribute any cash or Collateral in accordance with Section 2(b) below. The Lenders must notify the Collateral Agent in writing of the issuance of Secured Notes to Lenders by the Company. The Collateral Agent will not be required to act hereunder in connection with any Secured Note the issuance of which was not disclosed in writing to the Collateral Agent nor will the Collateral Agent be required to act on behalf and of any assignee of any Secured Note without the written consent of Collateral Agent. (b) All proceeds received by the Collateral Agent for the benefit of the Noteholders. 8.4 The Noteholders hereby covenant and agree to pay Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent) against the Secured Obligations pro rata among the Lenders in proportion to their interests in the Secured Obligations. Upon payment in full of all Secured Obligations, the Company shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of the Secured Obligations or used or applied to any and all costs or expenses of the Collateral Agent its fee for its services as fondé de pouvoir or collateral agent under the Security incurred in accordance connection with the tariffs and terms applied liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to the Company shall be without representation or as warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may have otherwise been agreed between the Noteholders and purchase the Collateral Agent and shall, upon demand, reimburse all amounts which may have been paid pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by the Collateral Agent for any expenses whatsoever reasonably incurred by Company arising under the Collateral Agent in execution of the rights hereby created or in the course of such execution. In this regard, Picchio and the Current Noteholders have agreed that Picchio shall be paid an annual fee of $7,500.00 for acting as the Collateral Agent. 8.5 Except as otherwise expressly provided herein or in a Noteholders’ Instrument, (a) the Collateral Agent shall not be entitled to receive from the Noteholders any remuneration or compensation for any services rendered by the Collateral Agent hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances incurred or made by the Collateral Agent in accordance with any provision of this Agreement or interest thereon; (b) no Noteholder shall be liable to compensate the Collateral Agent for any injury suffered by it by reason of the performance of its rights, powers or duties hereunder subject to any rights or recourses which the Collateral Agent may have hereunder or under any applicable law against the Collateral Agent Secured Obligations or any other person (other than a Noteholder) in connection with such injury; and (c) the Collateral Agent shall not be obliged to render any account to the Noteholders nor return to the Noteholders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Noteholders on such amountssource. 8.6 Any Noteholder may at any time and for any reason by notice (the “Termination Notice”) to the other Noteholders require that Picchio be replaced as Collateral Agent, in which circumstance the Noteholders shall jointly agree upon the replacement Collateral Agent and failing such joint agreement within thirty (30) days of receipt of the Termination Notice by the other Noteholders, any Noteholder may apply to the Superior Court sitting in Montreal, Quebec to have same select the replacement Collateral Agent, which selection shall be final and binding upon the parties and may not be appealed. Upon its replacement being determined in accordance with the provisions of this Section 8.6, Picchio shall cease to be the Collateral Agent and its replacement shall be automatically vested in all rights of Picchio under this Agreement. 8.7 Any Person replacing Picchio as Collateral Agent shall consent to the present Agreement and be bound by its terms and conditions. No amendment or modification to any right or obligation of the Collateral Agent under this Agreement shall bind the Collateral Agent unless the Collateral Agent consents in writing to be bound thereby, which consent shall not be unreasonably withheld. 8.8 The receipt by the Collateral Agent of any Noteholder Instrument requiring the Collateral Agent to perform any obligation under the Security shall be conclusive evidence of its content. The Collateral Agent may act upon any such instrument without inquiring further as to its validity. The Collateral Agent is hereby fully indemnified and hold harmless by the Noteholders in such respect for any mistake resulting from a Noteholder Instrument not complying with the requirements hereunder. 8.9 For the purposes of any determination required to be made pursuant to any Noteholder Agreement and Xxxxxx Notes relating to the cost/benefit analysis for any Additional Pledge Agreement or Additional Security Agreement, same shall be made by the Required Noteholders, acting reasonably, and communicated to Xxxxxx by the Collateral Agent.

Appointment of the Collateral Agent. 8.1 By virtue of these presentsThe Secured Parties hereby appoint the Collateral Agent (and the Collateral Agent hereby accepts such appointment) to take any action including, without limitation, the Noteholders hereby appoint Picchio to act as their sub-agent for purposes registration of acquiring, holding any Collateral and enforcing Pledged Shares in the Security, together with such powers and discretion as are reasonably incidental thereto, acting in such capacity as Collateral Agent. 8.2 In performing its duties and exercising its rights and powers as name of the Collateral Agent under or its nominees prior to or during the Security, Picchio shall at all times be subject to and be governed by Sections 2, 12 and 14 continuance of an Event of Default (as defined in the Deed of Hypothec. 8.3 Without limiting the powers of the Noteholders under the Xxxxxx Notes), the undersigned Noteholders hereby acknowledge that in connection with exercise of rights upon the rightsoccurrence and during the continuance of an Event of Default, title and interest created the application of any cash collateral received by Xxxxxx and its Subsidiaries pursuant the Collateral Agent to the Security Documents and the Encumbrances granted thereunder to secure the performance of, inter alia, the payment of the Secured ObligationsNotes, Picchio shall hold such Encumbrances and such rightsthe making of any demand under the Notes or the Security Agreement or Pledge Agreement, title and interest, as Collateral Agent for its own benefit and on behalf and for the benefit exercise of the Noteholders. 8.4 The Noteholders hereby covenant and agree to pay any remedies given to the Collateral Agent its fee for its services as fondé de pouvoir or collateral agent under Secured Parties pursuant to the Security in accordance with the tariffs and terms applied by the Collateral Agent or as may have otherwise been agreed between the Noteholders Notes and the Collateral Agent and shall, upon demand, reimburse all amounts which may have been paid by the Collateral Agent for any expenses whatsoever reasonably incurred by the Collateral Agent in execution of the rights hereby created or in the course of such execution. In this regard, Picchio and the Current Noteholders have agreed that Picchio shall be paid an annual fee of $7,500.00 for acting as the Collateral Agent. 8.5 Except as otherwise expressly provided herein or in a Noteholders’ Instrument, (a) the Collateral Agent shall not be entitled to receive from the Noteholders any remuneration or compensation for any services rendered by the Collateral Agent hereunder or reimbursement exercise of any costs, expenses, liabilities, disbursements or advances incurred or made by the Collateral Agent in accordance with any provision of this Agreement or interest thereon; (b) no Noteholder shall be liable to compensate the Collateral Agent for any injury suffered by it by reason of the performance of its rights, powers or duties hereunder subject to any rights or recourses which the Collateral Agent may have hereunder or under any applicable law against the Collateral Agent or any other person (other than a Noteholder) in connection with such injury; and (c) the Collateral Agent shall not be obliged to render any account authority pursuant to the Noteholders nor return to the Noteholders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Noteholders on such amounts. 8.6 Any Noteholder may at any time and for any reason by notice (the “Termination Notice”) to the other Noteholders require that Picchio be replaced as Collateral Agent, in which circumstance the Noteholders shall jointly agree upon the replacement Collateral Agent and failing such joint agreement within thirty (30) days of receipt of the Termination Notice by the other Noteholders, any Noteholder may apply to the Superior Court sitting in Montreal, Quebec to have same select the replacement Collateral Agent, which selection shall be final and binding upon the parties and may not be appealed. Upon its replacement being determined in accordance with the provisions of this Section 8.6, Picchio shall cease to be the Collateral Agent and its replacement shall be automatically vested in all rights of Picchio under this Agreement. 8.7 Any Person replacing Picchio as Collateral Agent shall consent to the present Agreement and be bound by its terms and conditions. No amendment or modification to any right or obligation appointment of the Collateral Agent under this Agreement shall bind as an attorney-in-fact pursuant to the Notes that the Collateral Agent unless deems necessary or proper for the administration of the Collateral Agent consents in writing or the Pledged Shares pursuant to be bound thereby, which consent shall not be unreasonably withheld. 8.8 The receipt by the Collateral Agent of any Noteholder Instrument requiring the Collateral Agent to perform any obligation under the Security shall be conclusive evidence of its contentNotes. The Collateral Agent may act upon also exercise in respect of the Collateral and Pledged Shares, in addition to other rights and remedies provided for in the Notes and the Security Agreement or otherwise available to it, all the rights and remedies of a secured party under applicable law. Upon disposition of the Collateral or the proceeds of the Pledged Shares in accordance with the Notes and the Security Agreement or Pledge Agreement, the Collateral Agent shall promptly distribute any such instrument without inquiring further as cash or Collateral or Pledged Shares in accordance with the Notes. Borrower must notify the Collateral Agent in writing of the issuance of Notes to its validitythe Secured Parties. The Collateral Agent is hereby fully indemnified and hold harmless by will not be required to act hereunder in connection with Notes the Noteholders issuance of which was not disclosed in such respect for any mistake resulting from a Noteholder Instrument not complying with writing to the requirements hereunder. 8.9 For Collateral Agent nor will the purposes Collateral Agent be required to act on behalf of any determination required assignee of Notes without the written consent of the Collateral Agent. The foregoing grant of rights to be made the Collateral Agent shall in no way limit each Noteholder’s ability to exercise rights granted to it pursuant to the Note or other agreements entered into in connection therewith on its own behalf without any Noteholder Agreement and Xxxxxx Notes relating to the cost/benefit analysis for any Additional Pledge Agreement or Additional Security Agreement, same shall be made by the Required Noteholders, acting reasonably, and communicated to Xxxxxx action being taken by the Collateral Agent.

Appointment of the Collateral Agent. 8.1 By virtue of these presents(a) Each Participant hereby irrevocably appoints the Collateral Agent as its agent hereunder and under the other Operative Documents and hereby authorizes the Collateral Agent to take such action on its behalf and to exercise such rights, remedies, powers and privileges hereunder or thereunder as are specifically authorized to be exercised by the Noteholders hereby appoint Picchio to act as their sub-agent for purposes of acquiring, holding and enforcing Collateral Agent by the Securityterms hereof or thereof, together with such rights, remedies, powers and discretion privileges as are reasonably incidental thereto, acting in such capacity as . The Collateral Agent. 8.2 In performing Agent may execute any of its duties hereunder and exercising its rights and powers as Collateral Agent under the Security, Picchio shall at all times be subject to and be governed other Operative Documents by Sections 2, 12 and 14 of the Deed of Hypothec. 8.3 Without limiting the powers of the Noteholders under the Xxxxxx Notes, the undersigned Noteholders hereby acknowledge that in connection with the rights, title and interest created by Xxxxxx and its Subsidiaries pursuant to the Security Documents and the Encumbrances granted thereunder to secure the performance of, inter alia, the payment of the Secured Obligations, Picchio shall hold such Encumbrances and such rights, title and interest, as Collateral Agent for its own benefit and on behalf and for the benefit of the Noteholders. 8.4 or through agents or employees. The Noteholders hereby covenant and agree to pay to the Collateral Agent its fee for its services as fondé de pouvoir or collateral agent under the Security in accordance with the tariffs and terms applied by the Collateral Agent or as may have otherwise been agreed relationship between the Noteholders and the Collateral Agent and shalleach Participant is that of agent and principal only, upon demand, reimburse all amounts which may have been paid by and nothing herein shall be deemed to constitute the Collateral Agent a trustee for any expenses whatsoever reasonably incurred by Participant or impose on the Collateral Agent in execution of the rights hereby created any obligations other than those for which express provision is made herein or in the course other Operative Documents. (b) Except as required by the specific terms of such execution. In this regardthe Operative Documents, Picchio the Collateral Agent shall not have any duty to exercise any right, power, remedy or privilege granted or assigned to it thereby, or to take any affirmative action or exercise any discretion hereunder or thereunder, unless directed to do so by the Directing Party (and the Current Noteholders have agreed that Picchio shall be paid an annual fee fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Participants), and shall not, without the prior approval of $7,500.00 for acting as the Collateral Agent. 8.5 Except Directing Party and except as otherwise expressly provided herein in Section 12.5, consent to any departure by the Lessee, the Construction Agent, the Lessor or in a Noteholders’ Instrumentthe Participants from the terms of the Lease or any Operative Document, (a) waive any default on the part of any such party under any such agreement or instrument or amend, modify, supplement, waive or terminate, or agree to any surrender of, any such agreement or instrument; provided, however, that the Collateral Agent shall not be entitled required to receive from the Noteholders take any remuneration or compensation for any services rendered by action which exposes the Collateral Agent hereunder to personal liability or reimbursement which is contrary to this Participation Agreement, the other Operative Documents or any Applicable Laws. (c) Neither the Collateral Agent nor any of its respective directors, officers, agents or employees shall be liable to any Participant, the Lessee, the Construction Agent or the Lessor, as the case may be, for any action taken or omitted to be taken by it or them hereunder, under the other Operative Documents, or in connection herewith or therewith, except for its or their own gross negligence, willful misconduct or mishandling of funds, nor shall the Collateral Agent be responsible to any Participant for the validity, effectiveness, value, sufficiency or enforceability against the Lessee, the Construction Agent, the Lessor, the Participants, the Administrative Agent or the Collateral Agent, of any costsCollateral, expensesthis Participation Agreement, liabilitiesthe other Operative Documents, disbursements or advances any other document furnished pursuant hereto or thereto or in connection herewith or therewith. Without limitation of the generality of the foregoing, the Collateral Agent: (i) may consult with legal counsel (including counsel for the Lessee, the Construction Agent, the Conduit Loan Lender or the Lessor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Participant and shall not be responsible to any Participant for any statements, warranties or representations made in or in connection with this Participation Agreement, the other Operative Documents or any other document furnished pursuant hereto or thereto or in connection herewith or therewith; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Participation Agreement or the other Operative Documents on the part of any party hereto or thereto or to inspect the property (including the books and records) of the Lessee, the Construction Agent, the Lessor or any Participant; (iv) shall not be responsible to any Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Participation Agreement, the other Operative Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of the Operative Documents by acting upon any notice, consent, certificate or other instrument or writing to the extent authorized herein or therein believed by it to be genuine and signed or sent by the proper party or parties. (d) Each Participant (other than the Conduit Loan Lender) hereby severally agrees, in the ratio that the sum of such Participant's Investor Amount, Loans, Percentage Shares and Available Commitment bears to the sum of all Investor Amounts, Loans, Percentage Shares and Available Commitments of all Participants, to indemnify and hold harmless the Collateral Agent, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses of any kind whatsoever (including, without limitation, reasonable fees and expenses of attorneys, accountants and experts) incurred or made suffered by the Collateral Agent in accordance with any provision of this Agreement or interest thereon; (b) no Noteholder shall be liable to compensate its capacity as the Collateral Agent for hereunder and under the Operative Documents as a result of any injury suffered action taken or omitted to be taken by it by reason of the performance of its rights, powers or duties hereunder subject to any rights or recourses which the Collateral Agent may have hereunder in such capacity or under any applicable law otherwise incurred or suffered by, made upon, or assessed against the Collateral Agent in such capacity; provided, however, that no Participant shall be liable for any portion of any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs or expenses resulting from or attributable to gross negligence or willful misconduct on the part of the Collateral Agent. Without limiting the generality of the foregoing, each Participant hereby agrees, in the ratio aforesaid, to reimburse the Collateral Agent promptly following its demand for any reasonable out-of-pocket expenses (including reasonable attorneys' fees and expenses) incurred by the Collateral Agent under the Operative Documents, and not promptly reimbursed to the Collateral Agent by the Lessee, the Construction Agent, the Lessor or the other person Participants. Each Participant's obligations under this paragraph shall survive the termination of the Operative Documents and the discharge of the Lessee's, the Construction Agent's, the Lessor's and the other Participant's obligations thereunder. This indemnity shall survive the removal or resignation of the Collateral Agent. In no event shall the Collateral Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (other than a Noteholderincluding but not limited to lost profits) in connection under the Operative Documents, even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (e) The Participants agree that, with such injury; respect to their obligation to fund under the Operative Documents and (c) the Investor Contributions or Loans made by them, any Participant acting as the Collateral Agent shall not be obliged to render have the same rights and powers hereunder as any account to the Noteholders nor return to the Noteholders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Noteholders on such amounts. 8.6 Any Noteholder may at any time and for any reason by notice (the “Termination Notice”) to the other Noteholders require that Picchio be replaced as Collateral Agent, in which circumstance the Noteholders shall jointly agree upon the replacement Collateral Agent and failing such joint agreement within thirty (30) days of receipt of the Termination Notice by the other Noteholders, any Noteholder may apply to the Superior Court sitting in Montreal, Quebec to have same select the replacement Collateral Agent, which selection shall be final and binding upon the parties Participant and may exercise the same as though it were not be appealed. Upon its replacement being determined in accordance with performing the provisions of this Section 8.6, Picchio shall cease to be duties specified herein; and the Collateral Agent and its replacement shall be automatically vested in all rights of Picchio under this Agreement. 8.7 Any Person replacing Picchio as Collateral Agent shall consent to the present Agreement and be bound by its terms and conditions. No amendment or modification to any right or obligation of the Collateral Agent under this Agreement shall bind the Collateral Agent unless the Collateral Agent consents in writing to be bound thereby, which consent shall not be unreasonably withheld. 8.8 The receipt by the Collateral Agent of any Noteholder Instrument requiring the Collateral Agent to perform any obligation under the Security shall be conclusive evidence of its content. The Collateral Agent may act upon any such instrument without inquiring further as to its validity. The Collateral Agent is hereby fully indemnified and hold harmless by the Noteholders in such respect for any mistake resulting from a Noteholder Instrument not complying with the requirements hereunder. 8.9 For the purposes of any determination required to be made pursuant to any Noteholder Agreement and Xxxxxx Notes relating to the cost/benefit analysis for any Additional Pledge Agreement or Additional Security Agreement, same shall be made by the Required Noteholders, acting reasonably, and communicated to Xxxxxx by the Collateral Agent."Participants," "

Appointment of the Collateral Agent. 8.1 By virtue of these presents(a) Each Participant hereby irrevocably appoints the Collateral Agent as its agent hereunder and under the other Operative Agreements and hereby authorizes the Collateral Agent to take such action on its behalf and to exercise such rights, remedies, powers and privileges hereunder or thereunder as are specifically authorized to be exercised by the Noteholders hereby appoint Picchio to act as their sub-agent for purposes of acquiring, holding and enforcing Collateral Agent by the Securityterms hereof or thereof, together with such rights, remedies, powers and discretion privileges as are reasonably incidental thereto, acting in such capacity as thereto (including the right with respect to fractional amounts of less than one U.S. cent to round up to the next whole cent). The Collateral Agent. 8.2 In performing Agent may execute any of its duties hereunder and exercising its rights and powers as Collateral Agent under the Securityother Operative Agreements, Picchio shall at all times be subject to and be governed by Sections 2, 12 and 14 of the Deed of Hypothec. 8.3 Without limiting the powers of the Noteholders under the Xxxxxx Notes, the undersigned Noteholders hereby acknowledge that in connection with the rights, title and interest created by Xxxxxx and its Subsidiaries pursuant to the Security Documents and the Encumbrances granted thereunder to secure the performance of, inter alia, the payment of the Secured Obligations, Picchio shall hold such Encumbrances and such rights, title and interest, as Collateral Agent for its own benefit and on behalf and for the benefit of the Noteholders. 8.4 or through agents or employees. The Noteholders hereby covenant and agree to pay to the Collateral Agent its fee for its services as fondé de pouvoir or collateral agent under the Security in accordance with the tariffs and terms applied by the Collateral Agent or as may have otherwise been agreed relationship between the Noteholders and the Collateral Agent and shalleach Participant is that of agent and principal only, upon demand, reimburse all amounts which may have been paid by and nothing herein shall be deemed to constitute the Collateral Agent a trustee for any expenses whatsoever reasonably incurred by Participant or impose on the Collateral Agent in execution of the rights hereby created any obligations other than those for which express provision is made herein or in the course other Operative Agreements. (b) Except as required by the specific terms of such execution. In this regardthe Operative Agreements, Picchio the Collateral Agent shall not have any duty to exercise any right, power, remedy or privilege granted or assigned to it thereby, or to take any affirmative action or exercise any discretion hereunder or thereunder, unless directed to do so by the Directing Party (and the Current Noteholders have agreed that Picchio shall be paid an annual fee fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Participants), and shall not, without the prior approval of $7,500.00 for acting as the Collateral Agent. 8.5 Except as otherwise expressly provided herein Directing Party, consent to any material departure by Lessee, the Lessor or in a Noteholders’ InstrumentSPC from the terms of the Lease or any Security Document, (a) waive any default on the part of any such party under any such agreement or instrument or amend, modify, supplement or terminate, or agree to any surrender of, any such agreement or instrument; provided, however, that the Collateral Agent shall not be entitled required to receive from the Noteholders take any remuneration or compensation for any services rendered by action which exposes the Collateral Agent hereunder to personal liability or reimbursement which is contrary to this Agreement, the other Operative Agreements or any Legal Requirements. (c) Neither the Collateral Agent nor any of its or their respective directors, officers, agents or employees shall be liable to any Participant, Lessee, the Lessor or SPC, as the case may be, for any action taken or omitted to be taken by it or them hereunder, under the other Operative Agreements, or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct; nor shall the Collateral Agent be responsible to any Participant for the validity, effectiveness, value, sufficiency or enforceability against Lessee, the Lessor, SPC or the Collateral Agent, of any costsCollateral, expensesthis Agreement, liabilitiesthe other Operative Agreements, disbursements or advances any other document furnished pursuant hereto or thereto or in connection herewith or therewith. Without limitation of the generality of the foregoing, the Collateral Agent: (i) may consult with legal counsel (including counsel for Lessee, the Lessor or SPC), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Participant and shall not be responsible to any Participant for any statements, warranties or representations made in or in connection with this Agreement, the other Operative Agreements, any other document furnished pursuant hereto or thereto or in connection herewith or therewith; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Operative Agreements, on the part of any party hereto or thereto or to inspect the Property Interest (including the books and records) of Lessee, the Lessor or SPC; (iv) shall not be responsible to any Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Operative Agreements or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of the Operative Agreements by acting upon any notice, consent, certificate or other instrument or writing to the extent authorized herein or therein believed by it to be genuine and signed or sent by the proper party or parties. (d) Each Participant (other than the Agent Bank, the Collateral Agent and the CP Administrative Agent in their capacities as such) hereby severally agrees, in the ratio that the sum of such Participant's Investor Contribution, Facility Loans and unused Backup Facility Commitment bears to the sum of all Investor Contributions, Facility Loans and unused Backup Facility Commitments, to indemnify and hold harmless the Collateral Agent, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses of any kind whatsoever (including, without limitation, reasonable fees and expenses of attorneys, accountants and experts) incurred or made suffered by the Collateral Agent in accordance with its capacity as Collateral Agent hereunder as a result of any provision of this Agreement action taken or interest thereonomitted to be taken by the Collateral Agent in such capacity or otherwise incurred or suffered by, made upon, or assessed against the Collateral Agent in such capacity; (b) provided, however, that no Noteholder Participant shall be liable for any portion of any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs or expenses that are found by a final and nonappealable decision of a court of competent jurisdiction to compensate have resulted from or attributable to gross negligence or willful misconduct on the part of the Collateral Agent. Without limiting the generality of the foregoing, each Participant hereby agrees, in the ratio aforesaid, to reimburse the Collateral Agent promptly following its demand for any injury suffered reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by it the Collateral Agent under the Operative Agreements, and not promptly reimbursed to the Collateral Agent by reason Lessee, the Lessor or SPC. Each Participant's obligations under this paragraph shall survive the termination of the performance Operative Agreements and the discharge of its rightsLessee's, the Lessor's and the SPC's obligations thereunder. (e) The Participants agree that, with respect to their obligation to fund under the Operative Agreements and the Investor Contributions or Facility Loans made by them, the Participant acting as the Collateral Agent shall have the same rights and powers hereunder as any other Participant and may exercise the same as though it were not performing the duties specified herein; and the terms "Participants," "Directing Party," or duties hereunder subject to any rights or recourses which similar terms shall, unless the context clearly otherwise indicates, include the Collateral Agent and the Collateral Agent may have hereunder accept deposits from, lend money to, and generally engage in any kind of banking, trust or under other business with Lessee, the Lessor, SPC or any applicable law against of their respective affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Lessee, the Lessor, SPC or any of their respective affiliates for services in connection with the Operative Agreements and otherwise without having to account for the same to any Participant. (f) Each Participant hereby acknowledges that it has, independent of and without reliance upon the Collateral Agent or any materials provided by the Collateral Agent or any other person (other than a Noteholder) in connection with Participant and based on such injury; documents and (c) information as it has deemed appropriate, made its own credit analysis and decision to enter into the Collateral Agent shall not be obliged Operative Agreements to render any account to the Noteholders nor return to the Noteholders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Noteholders on such amounts. 8.6 Any Noteholder may at any time and for any reason by notice (the “Termination Notice”) to the other Noteholders require that Picchio be replaced as Collateral Agent, in which circumstance the Noteholders shall jointly agree upon the replacement Collateral Agent and failing such joint agreement within thirty (30) days of receipt of the Termination Notice by the other Noteholders, any Noteholder may apply to the Superior Court sitting in Montreal, Quebec to have same select the replacement Collateral Agent, which selection shall be final and binding upon the parties and may not be appealed. Upon its replacement being determined in accordance with the provisions of this Section 8.6, Picchio shall cease to be the Collateral Agent and its replacement shall be automatically vested in all rights of Picchio under this Agreement. 8.7 Any Person replacing Picchio as Collateral Agent shall consent to the present Agreement and be bound by its terms and conditions. No amendment or modification to any right or obligation of the Collateral Agent under this Agreement shall bind the Collateral Agent unless the Collateral Agent consents in writing to be bound thereby, which consent shall not be unreasonably withheld. 8.8 The receipt by the Collateral Agent of any Noteholder Instrument requiring the Collateral Agent to perform any obligation under the Security shall be conclusive evidence of its contentis a party. The Collateral Agent may act upon shall in no event be liable to any such instrument without inquiring further as to its validity. The Collateral Agent is hereby fully indemnified and hold harmless by the Noteholders in such respect for any mistake resulting from a Noteholder Instrument not complying with the requirements hereunder. 8.9 For the purposes Participant on account of any determination required to be made pursuant to any Noteholder Agreement and Xxxxxx Notes relating to the cost/benefit analysis for any Additional Pledge Agreement materials prepared or Additional Security Agreement, same shall be made provided by the Required Noteholders, acting reasonably, and communicated to Xxxxxx by the Collateral Agentit.

Appointment of the Collateral Agent. 8.1 By virtue of these presents(a) Each Participant and the Trust hereby irrevocably appoints the Collateral Agent as its agent hereunder and under the other Operative Documents and hereby authorizes the Collateral Agent to take such action on its behalf and to exercise such rights, remedies, powers and privileges hereunder or thereunder as are specifically authorized to be exercised by the Noteholders hereby appoint Picchio to act as their sub-agent for purposes of acquiring, holding and enforcing Collateral Agent by the Securityterms hereof or thereof, together with such rights, remedies, powers and discretion privileges as are reasonably incidental thereto, acting in such capacity as . The Collateral Agent. 8.2 In performing Agent may execute any of its duties hereunder and exercising its rights and powers as Collateral Agent under the Security, Picchio shall at all times be subject to and be governed other Operative Documents by Sections 2, 12 and 14 of the Deed of Hypothec. 8.3 Without limiting the powers of the Noteholders under the Xxxxxx Notes, the undersigned Noteholders hereby acknowledge that in connection with the rights, title and interest created by Xxxxxx and its Subsidiaries pursuant to the Security Documents and the Encumbrances granted thereunder to secure the performance of, inter alia, the payment of the Secured Obligations, Picchio shall hold such Encumbrances and such rights, title and interest, as Collateral Agent for its own benefit and on behalf and for the benefit of the Noteholders. 8.4 or through agents or employees. The Noteholders hereby covenant and agree to pay to the Collateral Agent its fee for its services as fondé de pouvoir or collateral agent under the Security in accordance with the tariffs and terms applied by the Collateral Agent or as may have otherwise been agreed relationship between the Noteholders and the Collateral Agent and shalleach Participant is that of agent and principal only, upon demand, reimburse all amounts which may have been paid by and nothing herein shall be deemed to constitute the Collateral Agent a trustee for any expenses whatsoever reasonably incurred by Participant or impose on the Collateral Agent in execution of the rights hereby created any obligations other than those for which express provision is made herein or in the course other Operative Documents. (b) Except as required by the specific terms of such execution. In this regardthe Operative Documents, Picchio the Collateral Agent shall not have any duty to exercise any right, power, remedy or privilege granted or assigned to it thereby, or to take any affirmative action or exercise any discretion hereunder or thereunder, unless directed to do so by the Directing Party (and the Current Noteholders have agreed that Picchio shall be paid an annual fee fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Participants), and shall not, without the prior approval of $7,500.00 for acting as the Collateral Agent. 8.5 Except Directing Party and except as otherwise expressly provided herein in Section 12.5, consent to any departure by Lessee, Ground Lessee, Lessor, the Investors, the Conduit or in a Noteholders’ InstrumentHSFC from the terms of the Lease or any Operative Document, (a) waive any default on the part of any such party under any such agreement or instrument or amend, modify, supplement, waive or terminate, or agree to any surrender of, any such agreement or instrument; provided, however, that the Collateral Agent shall not be entitled required to receive from the Noteholders take any remuneration or compensation for any services rendered by action which exposes the Collateral Agent hereunder to personal liability or reimbursement which is contrary to this Participation Agreement, the other Operative Documents or any Applicable Laws. (c) Neither the Collateral Agent nor any of its or their respective directors, officers, agents or employees shall be liable to any Participant, the Trust, the Trust Company, the Trustee, Lessee, Ground Lessee or the Lessor, as the case may be, for any action taken or omitted to be taken by it or them hereunder, under the other Operative Documents, or in connection herewith or therewith, except for its or their own gross negligence, willful misconduct or mishandling of funds nor shall the Collateral Agent be responsible to any Participant for the validity, effectiveness, value, sufficiency or enforceability against Lessee, Ground Lessee, Lessor, HSFC, the Investors, the Conduit or the Collateral Agent, of any costsCollateral, expensesthis Participation Agreement, liabilitiesthe other Operative Documents, disbursements or advances any other document furnished pursuant hereto or thereto or in connection herewith or therewith. Without limitation of the generality of the foregoing, the Collateral Agent: (i) may consult with legal counsel (including counsel for Lessee, the Conduit, Lessor or HSFC), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Participant and shall not be responsible to any Participant for any statements, warranties or representations made in or in connection with this Participation Agreement, the other Operative Documents, any other document furnished pursuant hereto or thereto or in connection herewith or therewith; (iii) shall not have any duty to ascertain or to -95- 103 inquire as to the performance or observance of any of the terms, covenants or conditions of this Participation Agreement or the other Operative Documents, on the part of any party hereto or thereto or to inspect the property (including the books and records) of Lessee, Lessor, the Conduit or HSFC; (iv) shall not be responsible to any Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Participation Agreement, the other Operative Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of the Operative Documents by acting upon any notice, consent, certificate or other instrument or writing to the extent authorized herein or therein believed by it to be genuine and signed or sent by the proper party or parties. (d) Each Participant hereby severally agrees, in the ratio that the sum of such Participant's Investor Amount, HSFC Loans, Conduit Loans, Facility Loans, Percentage Interests and Available Commitment bears to the sum of all Investor Amounts, HSFC Loans, Conduit Loans, Facility Loans, Percentage Interests and Available Commitments, to indemnify and hold harmless the Collateral Agent, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses of any kind whatsoever (including, without limitation, reasonable fees and expenses of attorneys, accountants and experts) incurred or made suffered by the Collateral Agent in accordance with its capacity as Collateral Agent hereunder and under the Operative Documents as a result of any provision of this Agreement action taken or interest thereonomitted to be taken by the Collateral Agent in such capacity or otherwise incurred or suffered by, made upon, or assessed against the Collateral Agent in such capacity; (b) provided, however, that no Noteholder Participant shall be liable for any portion of any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs or expenses resulting from or attributable to compensate gross negligence or willful misconduct on the part of the Collateral Agent; and provided, further, that the Conduit shall only be liable to the extent there exist Excess Funds (Conduit) and HSFC shall only be liable to the extent there exist funds in the Cash Collateral Account not otherwise payable to another Person (other than HSFC) by the Collateral Agent pursuant to the Security Agreement or Article X hereof. Without limiting the generality of the foregoing, each Participant hereby agrees, in the ratio aforesaid, to reimburse the Collateral Agent promptly following its demand for any injury suffered reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by it the Collateral Agent under the Operative Documents, and not promptly reimbursed to the Collateral Agent by reason Lessee, Lessor, the Conduit or HSFC. Each Participant's obligations under this paragraph shall survive the termination of the performance Operative Documents and the discharge of its rightsLessee's, the Lessor's, the Conduit's and the HSFC's obligations thereunder. This indemnity shall survive the removal or resignation of the Collateral Agent. In no event shall the Collateral Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) under the Operative Documents, even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (e) The Participants agree that, with respect to their obligation to fund under the Operative Documents and the Investor Contributions or Loans made by them, any Participant acting as the Collateral Agent shall have the same rights and powers hereunder as any other Participant and may exercise the same as though it were not performing the duties specified herein; and the terms "Participants," "Directing Party," or duties hereunder subject to any rights or recourses which similar terms shall, unless the context clearly otherwise indicates, include the Collateral Agent and the Collateral Agent may have hereunder accept deposits from, lend money to, and generally engage in any kind of banking, trust or under other business with Lessee, Lessor, HSFC, the Conduit or any applicable law against of their respective affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Lessee, Lessor, HSFC, the Conduit or any of their respective affiliates for services in -96- 104 connection with the Operative Documents and otherwise without having to account for the same to any Participant. (f) Each Participant hereby acknowledges that it has, independent of and without reliance upon the Collateral Agent or any materials provided by the Collateral Agent or any other person (other than a Noteholder) in connection with Participant and based on such injury; documents and (c) information as it has deemed appropriate, made its own credit analysis and decision to enter into the Collateral Agent shall not be obliged Operative Documents to render any account to the Noteholders nor return to the Noteholders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Noteholders on such amounts. 8.6 Any Noteholder may at any time and for any reason by notice (the “Termination Notice”) to the other Noteholders require that Picchio be replaced as Collateral Agent, in which circumstance the Noteholders shall jointly agree upon the replacement Collateral Agent and failing such joint agreement within thirty (30) days of receipt of the Termination Notice by the other Noteholders, any Noteholder may apply to the Superior Court sitting in Montreal, Quebec to have same select the replacement Collateral Agent, which selection shall be final and binding upon the parties and may not be appealed. Upon its replacement being determined in accordance with the provisions of this Section 8.6, Picchio shall cease to be the Collateral Agent and its replacement shall be automatically vested in all rights of Picchio under this Agreement. 8.7 Any Person replacing Picchio as Collateral Agent shall consent to the present Agreement and be bound by its terms and conditions. No amendment or modification to any right or obligation of the Collateral Agent under this Agreement shall bind the Collateral Agent unless the Collateral Agent consents in writing to be bound thereby, which consent shall not be unreasonably withheld. 8.8 The receipt by the Collateral Agent of any Noteholder Instrument requiring the Collateral Agent to perform any obligation under the Security shall be conclusive evidence of its contentis a party. The Collateral Agent may act upon shall in no event be liable to any such instrument without inquiring further as to its validity. The Collateral Agent is hereby fully indemnified and hold harmless by the Noteholders in such respect for any mistake resulting from a Noteholder Instrument not complying with the requirements hereunder. 8.9 For the purposes Participant on account of any determination required to be made pursuant to any Noteholder Agreement and Xxxxxx Notes relating to the cost/benefit analysis for any Additional Pledge Agreement materials prepared or Additional Security Agreement, same shall be made provided by the Required Noteholders, acting reasonably, and communicated to Xxxxxx by the Collateral Agentit.

Appointment of the Collateral Agent. 8.1 By virtue (a) Each Noteholder hereby irrevocably designates and appoints the Collateral Agent as such Noteholder's agent and attorney-in-fact to take such actions on behalf of these presents, the Noteholders hereby appoint Picchio under the applicable Transaction Documents, and to act as their sub-agent for purposes of acquiring, holding and enforcing the Security, together with exercise such powers and discretion to perform such duties (or to refrain therefrom) with respect to the management, supervision, servicing, administration, collection and liquidation of the Collateral and the Collections, as may be reasonably contemplated by this Agreement or any of the other applicable Transaction Documents, as well as such other powers as are reasonably incidental thereto, acting in such capacity as Collateral Agent. 8.2 In performing its duties and exercising its rights and powers as Collateral Agent under the Security, Picchio shall at all times be subject to and be governed by Sections 2, 12 and 14 of the Deed of Hypothec. 8.3 Without limiting the powers of the Noteholders under the Xxxxxx Notes, the undersigned Noteholders hereby acknowledge that in connection with the rights, title and interest created by Xxxxxx and its Subsidiaries pursuant to the Security Documents and the Encumbrances granted thereunder to secure the performance of, inter alia, the payment of the Secured Obligations, Picchio shall hold such Encumbrances and such rights, title and interest, as Collateral Agent for its own benefit and on behalf and for the benefit of the Noteholders. 8.4 The Noteholders hereby covenant and agree to pay to the Collateral Agent its fee for its services as fondé de pouvoir or collateral agent under the Security in accordance with the tariffs and terms applied by the Collateral Agent or as may have otherwise been agreed between the Noteholders and the Collateral Agent and shall, upon demand, reimburse all amounts which may have been paid by the Collateral Agent for any expenses whatsoever reasonably incurred by the Collateral Agent in execution of the rights hereby created or in the course of such execution. In this regard, Picchio and the Current Noteholders have agreed that Picchio shall be paid an annual fee of $7,500.00 for acting as the Collateral Agent. 8.5 Except as otherwise expressly provided herein or in a Noteholders’ Instrument, (a) the Collateral Agent shall not be entitled to receive from the Noteholders any remuneration or compensation for any services rendered by the Collateral Agent hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances incurred or made by the Collateral Agent in accordance with any provision of this Agreement or interest thereon; (b) no Noteholder shall be liable to compensate the Collateral Agent for any injury suffered by it by reason of the performance of its rights, powers or duties hereunder subject to any rights or recourses which the Collateral Agent may have hereunder or under any applicable law against the Collateral Agent or any other person (other than a Noteholder) in connection with such injury; and (c) the Collateral Agent shall not be obliged to render any account to the Noteholders nor return to the Noteholders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Noteholders on such amounts. 8.6 Any Noteholder may at any time and for any reason by notice (the “Termination Notice”) to the other Noteholders require that Picchio be replaced as Collateral Agent, in which circumstance the Noteholders shall jointly agree upon the replacement Collateral Agent and failing such joint agreement within thirty (30) days of receipt of the Termination Notice by the other Noteholders, any Noteholder may apply to the Superior Court sitting in Montreal, Quebec to have same select the replacement Collateral Agent, which selection shall be final and binding upon the parties and may not be appealed. Upon its replacement being determined in accordance with the provisions of this Section 8.6, Picchio shall cease to be the Collateral Agent and its replacement shall be automatically vested in all rights of Picchio under this Agreement. 8.7 Any Person replacing Picchio as Collateral Agent shall consent to the present Agreement and be bound by its terms and conditions. No amendment or modification to any right or obligation of the Collateral Agent under this Agreement shall bind the Collateral Agent unless the Collateral Agent consents in writing to be bound thereby, which consent shall not be unreasonably withheld. 8.8 The receipt by the Collateral Agent of any Noteholder Instrument requiring the Collateral Agent to perform any obligation under the Security shall be conclusive evidence of its content. The Collateral Agent may act upon any such instrument without inquiring further as to its validity. The Collateral Agent is hereby fully indemnified authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Transaction Documents (but not the Gupta Note) on behalf of the applicable Noteholders, with the consent of the Requisite Noteholders (but the holder of the Gupta Note shall be excluded in determining the Requisite Noteholders for these purposes). The Collateral Agent shall hold harmless by all Collateral as the agent and bailee of the Noteholders, subject to the terms of this Agreement. The provisions of this Section 2.1 are solely for the benefit of the Collateral Agent and the Noteholders, and neither the Company nor any other Person shall have any rights, whether as a third party beneficiary or otherwise, under this Agreement. In performing its duties under this Agreement, the Collateral Agent shall act solely as the agent of the Noteholders in and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Company or any other Person. The Collateral Agent may perform any of its duties hereunder or under the applicable Transaction Documents by or through agents or employees, together with such respect for any mistake resulting from a Noteholder Instrument not complying other powers as are incidental thereto, with full power of substitution, and with the requirements power to select one or more sub-agents or designees to exercise the powers and perform the obligations of the Collateral Agent hereunder. The foregoing power of attorney is coupled with an interest and is irrevocable while this Agreement remains in effect. 8.9 For (b) The Collateral Agent shall have no duties or responsibilities except as expressly set forth in this Agreement and the purposes applicable Transaction Documents. The rights and remedies of the Collateral Agent and the Noteholders, and the Collateral Agent's duties under this Agreement, are subject to the terms and conditions of the Intercreditor Agreement. (c) The Noteholders hereby acknowledge and agree as follows: (i) the duties of the Collateral Agent are ministerial in nature; (ii) the Collateral Agent shall not, by reason of this Agreement, have any determination required fiduciary obligations to any Noteholder; (iii) nothing in this Agreement or any of the Transaction Documents, express or implied, is intended to or shall be construed to impose upon the Collateral Agent any obligations in respect of this Agreement or any of the Transaction Documents except as expressly set forth herein or therein; (iv) each Noteholder has made pursuant or shall make its own independent investigation of the financial condition and creditworthiness of the Company in connection with the extension of credit evidenced by said Noteholder's respective Note, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Noteholder with any credit or other information with respect to the Company. The Noteholders further acknowledge and agree that the Collateral Agent shall have no obligation whatsoever to any Noteholder Agreement and Xxxxxx Notes relating or any other Person to assure that any Collateral exists or is owned by the Company; or is cared for, protected or insured; or that any liens or security interests granted to the cost/Collateral Agent have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority; or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in any of the Transaction Documents; it being understood and agreed that in respect of the Collateral or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its discretion, and that the Collateral Agent shall have no duty or liability whatsoever to any of the other Noteholders; provided, however, that the Collateral Agent shall exercise the same care which it would in dealing with loans made and collateral security held solely for its own account. (d) The Collateral Agent acknowledges that it has been granted a security interest in the Collateral for the ratable benefit analysis for any Additional Pledge Agreement or Additional Security Agreement, same shall be made by of the Required Noteholders, acting reasonably, and communicated agrees to Xxxxxx by hold the Collateral Agentin possession of the Collateral Agent as bailee for the benefit of each Noteholder, subject to the provisions of the Intercreditor Agreement.

Appointment of the Collateral Agent. 8.1 By virtue of these presents, 3.1 Each Secured Party hereby irrevocably appoints and authorizes the Noteholders hereby appoint Picchio Collateral Agent to act as their sub-its collateral agent for purposes of acquiring, holding under and enforcing the Security, together with such powers and discretion as are reasonably incidental thereto, acting in such capacity as Collateral Agent. 8.2 In performing its duties and exercising its rights and powers as Collateral Agent under the Security, Picchio shall at all times be subject to and be governed by Sections 2, 12 and 14 of the Deed of Hypothec. 8.3 Without limiting the powers of the Noteholders under the Xxxxxx Notes, the undersigned Noteholders hereby acknowledge that in connection with the Shared Security Documents and this Agreement in accordance with laws of the State of New York or the law of another applicable jurisdiction, as the case may be, and authorizes the Collateral Agent to enter on its behalf and on behalf of the Noteholders (in the case of the Indenture Trustee), the Super Senior Hedging Providers and, if applicable, the holders of any other Permitted Pari Passu Secured Indebtedness to which such Secured Party relates, into the Shared Security Documents. 3.2 The Collateral Agent agrees and acknowledges that it shall hold the Collateral and any Security Interest thereon for the equal and ratable benefit of all Secured Parties in accordance with the terms of the Shared Security Documents and subject to the terms and conditions of this Agreement, including, in particular, the order of application of proceeds set forth in Section 5 hereof. Each of the Secured Parties agrees and acknowledges that the Shared Security Documents shall be subject to the terms and conditions of this Agreement in all circumstances, and further agrees that it shall pay all proceeds received or realized by it in relation to the Collateral granted in favor of it under the Shared Security Documents and any Security Interest thereon to the Collateral Agent for application and distribution in accordance with Section 5 hereof. 3.3 In addition to its rights, title powers, privileges, limitations and interest created by Xxxxxx exculpation set forth herein, the Collateral Agent shall be entitled, in acting as collateral Agent for the Secured Parties, to all of the rights, powers and its Subsidiaries pursuant to privileges, and the benefit of the limitations and exculpations, as set out in the Shared Security Documents and the Encumbrances granted thereunder to secure Secured Party Documents or in accordance with applicable laws and regulations. 3.4 As of the performance ofdate hereof, inter aliathis Agreement is entered into by the Indenture Trustee, the payment Super Senior Hedging Providers, the Collateral Agent, the Issuer and the Chargor pursuant to section 4.25 (Intercreditor Agreement and Priority) of the Secured ObligationsIndenture. 3.5 The Chargor shall deliver all original share certificates, Picchio transfer forms and all other perfection documents to the Collateral Agent on or prior to the date hereof under the Shared Security Documents and the Collateral Agent shall hold such Encumbrances and documents subject to the terms of this Agreement. 3.6 Any Secured Party who is holding any perfection document shall deliver such rights, title and interest, as perfection document to the Collateral Agent for its own benefit and on behalf and to hold such perfection documents for the benefit of the Noteholdersall Secured Parties. 8.4 The Noteholders hereby covenant and agree 3.7 For the limited purpose of perfecting the Security Interests of the Secured Parties in those types or items of the Collateral, if any, in which a Security Interest may only be perfected by possession or control, any Secured Party that is in possession or control of such Collateral agrees that if it elects to pay relinquish possession or control of such Collateral, it shall deliver possession or control thereof to the Collateral Agent its fee for its services as fondé de pouvoir Agent; provided that, no Secured Party shall be required to deliver any such Collateral or collateral agent under take any other action referred to in this Section to the Security in accordance with the tariffs extent that such action would contravene any law, order or other legal requirements, and terms applied by the Collateral Agent or as may have otherwise been agreed between the Noteholders and the Collateral Agent and shall, upon demand, reimburse all amounts which may have been paid by the Collateral Agent for any expenses whatsoever reasonably incurred by the Collateral Agent in execution of the rights hereby created or in the course event of a controversy or dispute, such execution. In this regard, Picchio and the Current Noteholders have agreed that Picchio shall be paid an annual fee Secured Party may interplead any item of $7,500.00 for acting as the Collateral Agentin any court of competent jurisdiction. 8.5 Except as otherwise expressly provided herein or in a Noteholders’ Instrument, (a) the Collateral Agent shall not be entitled to receive from the Noteholders any remuneration or compensation for any services rendered by the Collateral Agent hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances incurred or made by the Collateral Agent in accordance with any provision of this Agreement or interest thereon; (b) no Noteholder shall be liable to compensate the Collateral Agent for any injury suffered by it by reason of the performance of its rights, powers or duties hereunder subject to any rights or recourses which the Collateral Agent may have hereunder or under any applicable law against the Collateral Agent or any other person (other than a Noteholder) in connection with such injury; and (c) the Collateral Agent shall not be obliged to render any account to the Noteholders nor return to the Noteholders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Noteholders on such amounts. 8.6 Any Noteholder may at any time and for any reason by notice (the “Termination Notice”) to the other Noteholders require that Picchio be replaced as Collateral Agent, in which circumstance the Noteholders shall jointly agree upon the replacement Collateral Agent and failing such joint agreement within thirty (30) days of receipt of the Termination Notice by the other Noteholders, any Noteholder may apply to the Superior Court sitting in Montreal, Quebec to have same select the replacement Collateral Agent, which selection shall be final and binding upon the parties and may not be appealed. Upon its replacement being determined in accordance with the provisions of this Section 8.6, Picchio shall cease to be the Collateral Agent and its replacement shall be automatically vested in all rights of Picchio under this Agreement. 8.7 Any Person replacing Picchio as Collateral Agent shall consent to the present Agreement and be bound by its terms and conditions. No amendment or modification to any right or obligation of the Collateral Agent under this Agreement shall bind the Collateral Agent unless the Collateral Agent consents in writing to be bound thereby, which consent shall not be unreasonably withheld. 8.8 The receipt by the Collateral Agent of any Noteholder Instrument requiring the Collateral Agent to perform any obligation under the Security shall be conclusive evidence of its content. The Collateral Agent may act upon any such instrument without inquiring further as to its validity. The Collateral Agent is hereby fully indemnified and hold harmless by the Noteholders in such respect for any mistake resulting from a Noteholder Instrument not complying with the requirements hereunder. 8.9 For the purposes of any determination required to be made pursuant to any Noteholder Agreement and Xxxxxx Notes relating to the cost/benefit analysis for any Additional Pledge Agreement or Additional Security Agreement, same shall be made by the Required Noteholders, acting reasonably, and communicated to Xxxxxx by the Collateral Agent.