Common use of Authority of Collateral Agent Clause in Contracts

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) U.S. Bank Trust Company, National Association has been appointed to act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Indenture; provided that the Collateral Agent shall, after the payment in full of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) (the “Discharge of the Secured Obligations”), exercise, or refrain from exercising, any remedies provided for herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating to the Trustee, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral Agent, and shall survive any termination of the Indenture.

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights Subscriber hereby irrevocably appoints, designates and responsibilities of authorizes the Collateral Agent to take such action on its behalf under this the provisions of the Security Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of the Security Agreement, together with respect such powers as are reasonably incidental thereto, and grants and affirms the immunities and indemnities provided to any action taken by the Collateral Agent or Related Persons (as defined below) and its affiliates in each of the exercise or non-exercise by Security Agreement. Notwithstanding any provision to the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of contrary contained elsewhere in this Agreement shall, as between or in any of the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the GrantorsSecurity Agreement, the Collateral Agent shall be conclusively presumed to be acting as agent for not have any duties or responsibilities, except those expressly set forth in the Secured Parties with full and valid authority so to act or refrain from actingSecurity Agreement, and no Grantor implied covenants, functions, responsibilities, duties, obligations or liabilities shall be under read into this Agreement or any obligationof the Security Agreement or otherwise exist against the Collateral Agent. Each Subscriber acknowledges that none of the Collateral Agent Related Persons has made any representation or warranty to it, and that no act by the Collateral Agent hereinafter taken, including any review of the affairs of the Company, shall be deemed to constitute any representation or entitlementwarranty by any Collateral Agent-Related Person to any Subscriber. Each Subscriber represents to the Collateral Agent that it has, independently and without reliance upon any Collateral Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and made its own decision to enter into this Agreement and to invest in the Notes. Each Subscriber also represents that it will, independently and without reliance upon any Collateral Agent Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make any inquiry respecting such authority. (b) U.S. Bank Trust Companyits own credit analysis, National Association has been appointed to act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, appraisals and shall have the right hereunder, to make demands, to give notices, to exercise decisions in taking or refrain from exercising any rights, and to take or refrain from not taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with under this Agreement and the Indenture; provided that the Collateral Agent shallNote Documents, after the payment in full of all Secured Obligations (other than contingent indemnification obligations and to make such investigations as it deems necessary to inform itself as to which no claim has been asserted) (the “Discharge business, prospects, operations, property, financial and other condition and creditworthiness of the Secured Obligations”)Company. Except for notices, exercise, or refrain from exercising, any remedies provided for reports and other documents expressly herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating required to be furnished to the Trustee, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein Subscribers by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral Agent, the Collateral Agent shall not have any duty or responsibility to provide any Buyer with any credit or other information concerning the business, prospects, operations, property, financial and shall survive any termination other condition or creditworthiness of the IndentureCompany which may come into the possession of any of the Collateral Agent Related Persons. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights Buyer hereby irrevocably appoints, designates and responsibilities of authorizes the Collateral Agent to take such action on its behalf under this the provisions of the Security Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of the Security Agreement, together with respect such powers as are reasonably incidental thereto, and grants and affirms the immunities and indemnities provided to any action taken by the Collateral Agent or Related Persons (as defined below) and their affiliates in the exercise or non-exercise by Security Agreement. Notwithstanding any provision to the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of contrary contained elsewhere in this Agreement shall, as between or in the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the GrantorsSecurity Agreement, the Collateral Agent shall be conclusively presumed to be acting as agent for not have any duties or responsibilities, except those expressly set forth in the Secured Parties with full and valid authority so to act or refrain from actingSecurity Agreement, and no Grantor implied covenants, functions, responsibilities, duties, obligations or liabilities shall be under read into this Agreement or the Security Agreement or otherwise exist against the Collateral Agent in its capacity as such. Buyer acknowledges that none of the Collateral Agent Related Persons has made any obligationrepresentation or warranty to it, and that no act by the Collateral Agent hereinafter taken, including any review of the affairs of the Company, shall be deemed to constitute any representation or entitlementwarranty by any Collateral Agent Related Person to Buyer. Buyer represents to the Collateral Agent that it has, independently and without reliance upon any Collateral Agent Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and made its own decision to enter into this Agreement and to invest in the Note. Buyer also represents that it will, independently and without reliance upon any Collateral Agent Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make any inquiry respecting such authority. (b) U.S. Bank Trust Companyits own credit analysis, National Association has been appointed to act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, appraisals and shall have the right hereunder, to make demands, to give notices, to exercise decisions in taking or refrain from exercising any rights, and to take or refrain from not taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with under this Agreement and the Indenture; provided that other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly required by the Security Agreement or this Agreement to be furnished to the Buyer by the Collateral Agent, the Collateral Agent shall, after the payment in full of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) (the “Discharge of the Secured Obligations”), exercise, or refrain from exercising, any remedies provided for herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating to the Trustee, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as such shall not have any duty or responsibility to provide Buyer with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Collateral AgentAgent Related Persons. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder or under the Security Agreement, together with their respective affiliates, and shall survive any termination the officers, directors, employees, agents and attorneys-in-fact of the Indenturesuch persons and affiliates.

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) U.S. Bank Trust Company, National Association . The Collateral Agent has been appointed to act as Collateral Agent hereunder by the Note Holders. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Indenture; provided that the Collateral Agent shall, after the payment in full of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) (the “Discharge of the Secured Obligations”), exercise, or refrain from exercising, any remedies provided for herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating to the Collateral Agent or the Trustee, including if applicable, including, without limitation, the provisions relating to resignation or removal of the Trustee Collateral Agent and the powersprotections, dutiesrights, indemnities indemnities, powers and duties and immunities of the Trustee, Collateral Agent are incorporated herein by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral Agent, reference and shall survive any termination of the IndentureIndenture or removal or resignation of the Collateral Agent or Trustee, if applicable. In connection with exercising any right or discretionary duty hereunder (including, without limitation, the exercise of any rights following the occurrence of an Event of Default), the Collateral Agent shall be entitled to request and rely upon the direction of Note Holders of a majority in aggregate outstanding amount of the Notes to direct the Collateral Agent in connection thereto. The Collateral Agent shall not have any liability for taking any action at such direction or for its failure to take any action pending the receipt of such direction. The Collateral Agent shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement, and it shall not be responsible for any statement or recital in this Agreement. Neither the Collateral Agent nor any of its affiliates, directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement; (ii) the performance or observance of any of the covenants or agreements of a Grantor herein; or (iii) the receipt of items required to be delivered to the Collateral Agent. In no event shall the Collateral Agent be required to execute and deliver any landlord lien waiver, estoppel or collateral access letter, or any account control agreement or any instruction or direction letter delivered in connection with such document that the Collateral Agent determines adversely affects it or otherwise subjects it to personal liability, including without limitation agreements to indemnify any contractual counterparty.

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights Subscriber hereby irrevocably appoints, designates and responsibilities of authorizes the Collateral Agent to take such action on its behalf under this the provisions of the Security Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of the Security Agreement, together with respect such powers as are reasonably incidental thereto, and grants and affirms the immunities and indemnities provided to any action taken by the Collateral Agent or Related Persons (as defined below) and their affiliates in the exercise or non-exercise by Security Agreement. Notwithstanding any provision to the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of contrary contained elsewhere in this Agreement shall, as between or in the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the GrantorsSecurity Agreement, the Collateral Agent shall be conclusively presumed to be acting as agent for not have any duties or responsibilities, except those expressly set forth in the Secured Parties with full and valid authority so to act or refrain from actingSecurity Agreement, and no Grantor implied covenants, functions, responsibilities, duties, obligations or liabilities shall be under read into this Agreement or the Security Agreement or otherwise exist against the Collateral Agent in its capacity as such. Subscriber acknowledges that none of the Collateral Agent Related Persons has made any obligationrepresentation or warranty to it, and that no act by the Collateral Agent hereinafter taken, including any review of the affairs of the Company, shall be deemed to constitute any representation or entitlementwarranty by any Collateral Agent Related Person to Subscriber. Subscriber represents to the Collateral Agent that it has, independently and without reliance upon any Collateral Agent Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and made its own decision to enter into this Agreement and to invest in the Unit. Subscriber also represents that it will, independently and without reliance upon any Collateral Agent Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make any inquiry respecting such authority. (b) U.S. Bank Trust Companyits own credit analysis, National Association has been appointed to act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, appraisals and shall have the right hereunder, to make demands, to give notices, to exercise decisions in taking or refrain from exercising any rights, and to take or refrain from not taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with under this Agreement and the Indenture; provided that other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly required by the Security Agreement or this Agreement to be furnished to the Subscriber by the Collateral Agent, the Collateral Agent shall, after the payment in full of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) (the “Discharge of the Secured Obligations”), exercise, or refrain from exercising, any remedies provided for herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating to the Trustee, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as such shall not have any duty or responsibility to provide Subscriber with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of any of the Collateral AgentAgent Related Persons. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder or under the Security Agreement, together with their respective affiliates, and shall survive any termination the officers, directors, employees, agents and attorneys-in-fact of the Indenturesuch persons and affiliates.

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights Buyer hereby irrevocably appoints, designates and responsibilities of authorizes the Collateral Agent to take such action on its behalf under this the provisions of the General Security Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of the General Security Agreement, together with respect such powers as are reasonably incidental thereto, and grants and affirms the immunities and indemnities provided to any action taken by the Collateral Agent or Related Persons (as defined below) and its affiliates in the exercise or non-exercise by General Security Agreement. Notwithstanding any provision to the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of contrary contained elsewhere in this Agreement shall, as between or in the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the GrantorsGeneral Security Agreement, the Collateral Agent shall be conclusively presumed to be acting as agent for not have any duties or responsibilities, except those expressly set forth in the Secured Parties with full and valid authority so to act or refrain from actingGeneral Security Agreement, and no Grantor implied covenants, functions, responsibilities, duties, obligations or liabilities shall be under read into this Agreement or the General Security Agreement or otherwise exist against the Collateral Agent. Each Buyer acknowledges that none of the Collateral Agent Related Persons has made any obligationrepresentation or warranty to it, and that no act by the Collateral Agent hereinafter taken, including any review of the affairs of the Company, shall be deemed to constitute any representation or entitlementwarranty by any Collateral Agent-Related Person to any Buyer. Each Buyer represents to the Collateral Agent that it has, independently and without reliance upon any Collateral Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and made its own decision to enter into this Agreement and to invest in the Notes. Each Buyer also represents that it will, independently and without reliance upon any Collateral Agent Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make any inquiry respecting such authority. (b) U.S. Bank Trust Companyits own credit analysis, National Association has been appointed to act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, appraisals and shall have the right hereunder, to make demands, to give notices, to exercise decisions in taking or refrain from exercising any rights, and to take or refrain from not taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with under this Agreement and the Indenture; provided that the Collateral Agent shallother Transaction Documents, after the payment in full of all Secured Obligations (other than contingent indemnification obligations and to make such investigations as it deems necessary to inform itself as to which no claim has been asserted) (the “Discharge business, prospects, operations, property, financial and other condition and creditworthiness of the Secured Obligations”)Company. Except for notices, exercise, or refrain from exercising, any remedies provided for reports and other documents expressly herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating required to be furnished to the Trustee, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein Buyers by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral Agent, the Collateral Agent shall not have any duty or responsibility to provide any Buyer with any credit or other information concerning the business, prospects, operations, property, financial and shall survive any termination other condition or creditworthiness of the IndenturePubco or the Companies which may come into the possession of any of the Collateral Agent Related Persons. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates. Upon the closings of the sale of the Notes to the Buyers and the Bridge Loan, the Company shall cause to be executed and delivered to each Buyer a counterpart of a collateral agent agreement (the “Collateral Agent Agreement”).

Authority of Collateral Agent. (a) The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to Collateral Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Each Grantor Assignor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent Agent, the Trustee and the other Secured PartiesHolders, be governed by this Agreement, the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the GrantorsAssignors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties Trustee and the Holders with full and valid authority so to act or refrain from acting, and no Grantor the Assignors shall not be under any obligation, obligated or entitlement, entitled to make any inquiry respecting such authority. (b) U.S. Bank Trust Company, National Association has been appointed to act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Indenture; provided that the Collateral Agent shall, after the payment in full of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) (the “Discharge of the Secured Obligations”), exercise, or refrain from exercising, any remedies provided for herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating to the Trustee, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral Agent, and shall survive any termination of the Indenture.

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights Buyer hereby irrevocably appoints, designates and responsibilities of authorizes the Collateral Agent to take such action on its behalf under this the provisions of the Security Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of the Security Agreement, together with respect such powers as are reasonably incidental thereto, and grants and affirms the immunities and indemnities provided to any action taken by the Collateral Agent or Related Persons (as defined below) and its affiliates in each of the exercise or non-exercise by Security Agreement. Notwithstanding any provision to the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of contrary contained elsewhere in this Agreement shall, as between or in the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the GrantorsSecurity Agreement, the Collateral Agent shall be conclusively presumed to be acting as agent for not have any duties or responsibilities, except those expressly set forth in the Secured Parties with full and valid authority so to act or refrain from actingSecurity Agreement, and no Grantor implied covenants, functions, responsibilities, duties, obligations or liabilities shall be under read into this Agreement or any obligationof the Security Agreement or otherwise exist against the Collateral Agent. Each Buyer acknowledges that none of the Collateral Agent Related Persons has made any representation or warranty to it, and that no act by the Collateral Agent hereinafter taken, including any review of the affairs of the Company, shall be deemed to constitute any representation or entitlementwarranty by any Collateral Agent-Related Person to any Buyer. Each Buyer represents to the Collateral Agent that it has, independently and without reliance upon any Collateral Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and made its own decision to enter into this Agreement and to invest in the Notes. Each Buyer also represents that it will, independently and without reliance upon any Collateral Agent Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make any inquiry respecting such authority. (b) U.S. Bank Trust Companyits own credit analysis, National Association has been appointed to act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, appraisals and shall have the right hereunder, to make demands, to give notices, to exercise decisions in taking or refrain from exercising any rights, and to take or refrain from not taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with under this Agreement and the Indenture; provided that the Collateral Agent shallNote Documents, after the payment in full of all Secured Obligations (other than contingent indemnification obligations and to make such investigations as it deems necessary to inform itself as to which no claim has been asserted) (the “Discharge business, prospects, operations, property, financial and other condition and creditworthiness of the Secured Obligations”)Company. Except for notices, exercise, or refrain from exercising, any remedies provided for reports and other documents expressly herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating required to be furnished to the Trustee, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein Buyers by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral Agent, the Collateral Agent shall not have any duty or responsibility to provide any Buyer with any credit or other information concerning the business, prospects, operations, property, financial and shall survive any termination other condition or creditworthiness of the IndentureCompany which may come into the possession of any of the Collateral Agent Related Persons. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Authority of Collateral Agent. (a) Each Grantor The Borrower acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Indenture Intercreditor Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the GrantorsBorrower, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor the Borrower shall be under any no obligation, or entitlement, to make any inquiry respecting such authority. (b) U.S. Bank Trust Company, National Association has been appointed to act as The Collateral Agent hereunder makes no representation as to the value or condition of the Collateral or any part thereof, as to the title of the Borrower to the Collateral, as to the security afforded by this Agreement or any other document, or, as to the Holdersvalidity, execution, enforceability, legality or sufficiency of this Agreement, or any other document, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be obligatedresponsible for insuring the Collateral, for the payment of taxes, charges, assessments of liens upon the Collateral or otherwise as to the maintenance of the Collateral, except as provided in the immediately following sentence when the Collateral Agent has possession of the Collateral. The Collateral Agent shall have no duty to the Borrower or the Secured Parties as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income therefor as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession the same degree of care and skill as a prudent person would exercise or use under the circumstances with his or her own property or assets and the duty to account for monies received by it. The Collateral Agent shall not be responsible for perfecting or continuing the perfection of any security interest or lien granted to it hereunder or under any related document or agreement or for filing, re-filing, recording or re-recording any instrument, notice or other document in any public office at any time. The Collateral Agent shall not be required to ascertain or inquire as to the performance by the Borrower of any of the covenants or agreements contained herein. Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken or omitted to be taken by any such Person in connection with this Agreement or any other agreement except for its or such Person's own negligence or willful misconduct. The Collateral Agent may execute any of the powers granted under this Agreement and perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact, and shall have not be responsible for the right hereunder, to make demands, to give notices, to exercise negligence or refrain from exercising misconduct of any rights, agent or attorney-in-fact selected by it if such agent or attorney-in-fact had been selected by it with reasonable care and to take without negligence or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Indenture; provided that the Collateral Agent shall, after the payment in full of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) (the “Discharge of the Secured Obligations”), exercise, or refrain from exercising, any remedies provided for herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating to the Trustee, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral Agent, and shall survive any termination of the Indenturewillful misconduct.

Authority of Collateral Agent. (a) Each Grantor The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the GrantorsPledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor the Pledgor shall not be under any obligation, obligation or entitlement, entitlement to make any inquiry respecting such authority. (b) U.S. Bank Trust Company, National Association has been appointed authority and shall be entitled to act as rely on and presume such authority for all purposes. In furtherance of the power of attorney granted to the Collateral Agent hereunder by in Section 7.1 above, the Holders. The Pledgor hereby grants to the Collateral Agent (or the Independent Third Party as its substitute as contemplated by Section 6.2(g)) an irrevocable proxy to vote the Ownership Collateral and power or attorney to exercise all other rights of the Collateral Agent under Article VI and to exercise all other rights, powers, privileges and remedies to which a holder of the Ownership Collateral would be entitled (including giving or withholding written consents of holders of Pledged Ownership Interests, calling special meetings of holders of Pledged Ownership Interests and voting at such meetings), which proxy and power or attorney shall be obligatedeffective, upon delivery of the notice specified in Section 6.2(f) and without the necessity of any further action (including any transfer of any Ownership Collateral on the record books or register of members of the issuer thereof) by any other Person (including the issuer of the Ownership Collateral or any officer or agent thereof), upon the occurrence and during the continuation of an Event of Default, and which proxy and power or attorney shall have only terminate upon the right hereunder, occurrence of the earlier to make demands, to give notices, to exercise occur of the waiver or refrain from exercising any rights, cure of the applicable Event of Default and to take or refrain from taking any action (including, without limitation, the release or substitution termination of Collateral), solely in accordance with this Agreement and the Indenture; provided that the Collateral Agent shall, after the payment in full of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) (the “Discharge release of the Secured Obligations”), exercise, or refrain from exercising, any remedies provided for herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating to the Trustee, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral Agent, and shall survive any termination of the Indenturesecurity interests created hereby.

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Priority Lien Secured Parties, be governed by the Indenture Collateral Agency Agreement and the Priority Lien Documents and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Priority Lien Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) U.S. Bank Trust CompanyThe provisions of Articles 3, National Association has been appointed 5 and 6 of the Collateral Agency Agreement are incorporated herein by reference. Each Priority Lien Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Priority Lien Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of the Priority Lien Secured Parties in accordance with the terms of this Agreement and the Collateral Agency Agreement. To the extent permitted by applicable law, each Priority Lien Secured Party authorizes the Collateral Agent to credit bid all or any part of the Priority Lien Obligations held by it. (c) Notwithstanding anything herein to the contrary, the Collateral Agent will not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the security interest in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral Agent, for the validity or sufficiency of the collateral or any agreement or assignment contained therein, for the validity of the title to the collateral, for insuring the collateral or for the payment of taxes, charges, assessments or liens upon the collateral or otherwise as Collateral Agent hereunder by to the Holdersmaintenance of the collateral or for the preservation of any rights against any third parties with respect to the collateral. The Collateral Agent shall be obligated, and shall will have no duty to ascertain or inquire as to or monitor the right hereunder, to make demands, to give notices, to exercise performance or refrain from exercising observance of any rights, and to take or refrain from taking of the terms of the Priority Lien Documents by any action other Person. (including, without limitationd) The Collateral Agent is entering into this Agreement not in its individual capacity but solely in its capacity as Collateral Agent under the Indenture, the release or substitution of Collateral), solely in accordance with Notes Security Documents and the Intercreditor Agreements. In entering into this Agreement and the Indenture; provided that acting hereunder, the Collateral Agent shall, after the payment in full of shall be entitled to all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) (the “Discharge of the rights, powers, protections, immunities and indemnities afforded to it in the Indenture, the Notes Security Documents and the Intercreditor Agreements as if the same were set forth herein mutatis mutandis. (e) The Collateral Agent shall not have any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Priority Lien Secured ObligationsParties. For purposes of clarity, phrases such as “satisfactory to the Collateral Agent”), exercise“approved by the Collateral Agent”, “acceptable to the Collateral Agent”, “as determined by the Collateral Agent”, “in the Collateral Agent’s discretion”, “selected by the Collateral Agent”, “requested by the Collateral Agent” and phrases of similar import authorize and permit the Collateral Agent to approve, disapprove, determine, act or refrain from exercising, any remedies provided for herein and otherwise decline to act in accordance with its discretion. (f) The parties to this Agreement agree that (x) the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating to the Trusteerights, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, dutiesprotections, indemnities and immunities of the Trustee, are incorporated herein by this reference, shall apply provided to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral AgentAgent hereunder are applicable to the Collateral Agent in connection with the entry into, and shall survive the performance of any termination of its related roles under, the IndentureCrossing Lien Intercreditor Agreement and (y) the indemnity in Section 9.4 of this Agreement provided to the Collateral Agent under this Agreement extends to the Collateral Agent in connection with the performance of any of its related roles under the Crossing Lien Intercreditor Agreement.

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) U.S. Bank Trust Company, National Association has been appointed to act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Indenture; provided that the Collateral Agent shall, after the payment in full of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) (the “Discharge of the Secured Obligations”), exercise, or refrain from exercising, any remedies provided for herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating to the Trustee, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral AgentAgent hereunder, and shall survive any termination of the Indenture.

Authority of Collateral Agent. Each Buyer hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action on its behalf under the provisions of the Company Security Agreement, the Newco Pledge Agreement and the Newco Security Agreement (acollectively, the “Collateral Agreements”) Each Grantor acknowledges that and to exercise such powers and perform such duties as are expressly delegated to it by the rights and responsibilities terms of the Collateral Agent under this Agreement Agreements, together with respect such powers as are reasonably incidental thereto, and grants and affirms the immunities and indemnities provided to any action taken by the Collateral Agent or the exercise or non-exercise by Related Persons (as defined below) and its affiliates in each of the Collateral Agent of Agreements. Notwithstanding any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of provision to the contrary contained elsewhere in this Agreement shall, as between or in any of the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the GrantorsAgreements, the Collateral Agent shall be conclusively presumed to be acting as agent for not have any duties or responsibilities, except those expressly set forth in the Secured Parties with full and valid authority so to act or refrain from actingCollateral Agreements, and no Grantor implied covenants, functions, responsibilities, duties, obligations or liabilities shall be under read into this Agreement or any obligationof the Collateral Agreements or otherwise exist against the Collateral Agent. Each Buyer acknowledges that none of the Collateral Agent Related Persons has made any representation or warranty to it, and that no act by the Collateral Agent hereinafter taken, including any review of the affairs of the Company or entitlementNewco, shall be deemed to constitute any representation or warranty by any Collateral Agent-Related Person to any Buyer. Each Buyer represents to the Collateral Agent that it has, independently and without reliance upon any Collateral Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and Newco and made its own decision to enter into this Agreement and to invest in the Notes. Each Buyer also represents that it will, independently and without reliance upon any Collateral Agent Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make any inquiry respecting such authority. (b) U.S. Bank Trust Companyits own credit analysis, National Association has been appointed to act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, appraisals and shall have the right hereunder, to make demands, to give notices, to exercise decisions in taking or refrain from exercising any rights, and to take or refrain from not taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with under this Agreement and the Indenture; provided that the Collateral Agent shallother Transaction Documents, after the payment in full of all Secured Obligations (other than contingent indemnification obligations and to make such investigations as it deems necessary to inform itself as to which no claim has been asserted) (the “Discharge business, prospects, operations, property, financial and other condition and creditworthiness of the Secured Obligations”)Company and Newco. Except for notices, exercise, or refrain from exercising, any remedies provided for reports and other documents expressly herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating required to be furnished to the Trustee, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein Buyers by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral Agent, the Collateral Agent shall not have any duty or responsibility to provide any Buyer with any credit or other information concerning the business, prospects, operations, property, financial and shall survive any termination other condition or creditworthiness of the IndentureCompany which may come into the possession of any of the Collateral Agent Related Persons. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Authority of Collateral Agent. (a) Each Grantor acknowledges that the rights Buyer hereby irrevocably appoints, designates and responsibilities of authorizes the Collateral Agent to take such action on its behalf under this the provisions of the Security Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of the Security Agreement, together with respect such powers as are reasonably incidental thereto, and grants and affirms the immunities and indemnities provided to any action taken by the Collateral Agent or Related Persons (as defined below) and its affiliates in each of the exercise or non-exercise by Security Agreement. Notwithstanding any provision to the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of contrary contained elsewhere in this Agreement shall, as between or in any of the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the GrantorsSecurity Agreement, the Collateral Agent shall be conclusively presumed to be acting as agent for not have any duties or responsibilities, except those expressly set forth in the Secured Parties with full and valid authority so to act or refrain from actingSecurity Agreement, and no Grantor implied covenants, functions, responsibilities, duties, obligations or liabilities shall be under read into this Agreement or any obligationof the Security Agreement or otherwise exist against the Collateral Agent. Each Buyer acknowledges that none of the Collateral Agent Related Persons has made any representation or warranty to it, and that no act by the Collateral Agent hereinafter taken, including any review of the affairs of the Company, shall be deemed to constitute any representation or entitlementwarranty by any Collateral Agent-Related Person to any Buyer. Each Buyer represents to the Collateral Agent that it has, independently and without reliance upon any Collateral Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and made its own decision to enter into this Agreement and to invest in the Notes. Each Buyer also represents that it will, independently and without reliance upon any Collateral Agent Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make any inquiry respecting such authority. (b) U.S. Bank Trust Companyits own credit analysis, National Association has been appointed to act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, appraisals and shall have the right hereunder, to make demands, to give notices, to exercise decisions in taking or refrain from exercising any rights, and to take or refrain from not taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with under this Agreement and the Indenture; provided that the Collateral Agent shallNote Documents, after the payment in full of all Secured Obligations (other than contingent indemnification obligations and to make such investigations as it deems necessary to inform itself as to which no claim has been asserted) (the “Discharge business, prospects, operations, property, financial and other condition and creditworthiness of the Secured Obligations”)Company. Except for notices, exercise, or refrain from exercising, any remedies provided for reports and other documents expressly herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating required to be furnished to the Trustee, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein Buyers by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral Agent, the Collateral Agent shall not have any duty or responsibility to provide any Buyer with any credit or other information concerning the business, prospects, operations, property, financial and shall survive any termination other condition or creditworthiness of the IndentureCompany which may come into the possession of any of the Collateral Agent Related Persons. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Authority of Collateral Agent. Each Buyer hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action on its behalf under the provisions of the Company Security Agreement, the Prism Pledge Agreement and the Prism Security Agreement (acollectively, the “Collateral Agreements”) Each Grantor acknowledges that and to exercise such powers and perform such duties as are expressly delegated to it by the rights and responsibilities terms of the Collateral Agent under this Agreement Agreements, together with respect such powers as are reasonably incidental thereto, and grants and affirms the immunities and indemnities provided to any action taken by the Collateral Agent or the exercise or non-exercise by Related Persons (as defined below) and its affiliates in each of the Collateral Agent of Agreements. Notwithstanding any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of provision to the contrary contained elsewhere in this Agreement shall, as between or in any of the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the GrantorsAgreements, the Collateral Agent shall be conclusively presumed to be acting as agent for not have any duties or responsibilities, except those expressly set forth in the Secured Parties with full and valid authority so to act or refrain from actingCollateral Agreements, and no Grantor implied covenants, functions, responsibilities, duties, obligations or liabilities shall be under read into this Agreement or any obligationof the Collateral Agreements or otherwise exist against the Collateral Agent. Each Buyer acknowledges that none of the Collateral Agent Related Persons has made any representation or warranty to it, and that no act by the Collateral Agent hereinafter taken, including any review of the affairs of the Company or entitlementPrism, shall be deemed to constitute any representation or warranty by any Collateral Agent-Related Person to any Buyer. Each Buyer represents to the Collateral Agent that it has, independently and without reliance upon any Collateral Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and Prism and made its own decision to enter into this Agreement and to invest in the Notes. Each Buyer also represents that it will, independently and without reliance upon any Collateral Agent Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make any inquiry respecting such authority. (b) U.S. Bank Trust Companyits own credit analysis, National Association has been appointed to act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, appraisals and shall have the right hereunder, to make demands, to give notices, to exercise decisions in taking or refrain from exercising any rights, and to take or refrain from not taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with under this Agreement and the Indenture; provided that the Collateral Agent shallother Transaction Documents, after the payment in full of all Secured Obligations (other than contingent indemnification obligations and to make such investigations as it deems necessary to inform itself as to which no claim has been asserted) (the “Discharge business, prospects, operations, property, financial and other condition and creditworthiness of the Secured Obligations”)Company and Prism. Except for notices, exercise, or refrain from exercising, any remedies provided for reports and other documents expressly herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating required to be furnished to the Trustee, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein Buyers by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral Agent, the Collateral Agent shall not have any duty or responsibility to provide any Buyer with any credit or other information concerning the business, prospects, operations, property, financial and shall survive any termination other condition or creditworthiness of the IndentureCompany which may come into the possession of any of the Collateral Agent Related Persons. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Authority of Collateral Agent. Each Buyer hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action on its behalf under the provisions of the Company Security Agreement, the DataCom Pledge Agreement and the DataCom Security Agreement (acollectively, the “Collateral Agreements”) Each Grantor acknowledges that and to exercise such powers and perform such duties as are expressly delegated to it by the rights and responsibilities terms of the Collateral Agent under this Agreement Agreements, together with respect such powers as are reasonably incidental thereto, and grants and affirms the immunities and indemnities provided to any action taken by the Collateral Agent or the exercise or non-exercise by Related Persons (as defined below) and its affiliates in each of the Collateral Agent of Agreements. Notwithstanding any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of provision to the contrary contained elsewhere in this Agreement shall, as between or in any of the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the GrantorsAgreements, the Collateral Agent shall be conclusively presumed to be acting as agent for not have any duties or responsibilities, except those expressly set forth in the Secured Parties with full and valid authority so to act or refrain from actingCollateral Agreements, and no Grantor implied covenants, functions, responsibilities, duties, obligations or liabilities shall be under read into this Agreement or any obligationof the Collateral Agreements or otherwise exist against the Collateral Agent. Each Buyer acknowledges that none of the Collateral Agent Related Persons has made any representation or warranty to it, and that no act by the Collateral Agent hereinafter taken, including any review of the affairs of the Company or entitlementDataCom, shall be deemed to constitute any representation or warranty by any Collateral Agent-Related Person to any Buyer. Each Buyer represents to the Collateral Agent that it has, independently and without reliance upon any Collateral Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and DataCom and made its own decision to enter into this Agreement and to invest in the Notes. Each Buyer also represents that it will, independently and without reliance upon any Collateral Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make any inquiry respecting such authority. (b) U.S. Bank Trust Companyits own credit analysis, National Association has been appointed to act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, appraisals and shall have the right hereunder, to make demands, to give notices, to exercise decisions in taking or refrain from exercising any rights, and to take or refrain from not taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with under this Agreement and the Indenture; provided that the Collateral Agent shallother Transaction Documents, after the payment in full of all Secured Obligations (other than contingent indemnification obligations and to make such investigations as it deems necessary to inform itself as to which no claim has been asserted) (the “Discharge business, prospects, operations, property, financial and other condition and creditworthiness of the Secured Obligations”)Company and DataCom. Except for notices, exercise, or refrain from exercising, any remedies provided for reports and other documents expressly herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating required to be furnished to the Trustee, including without limitation, the provisions relating to resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein Buyers by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral Agent, the Collateral Agent shall not have any duty or responsibility to provide any Buyer with any credit or other information concerning the business, prospects, operations, property, financial and shall survive any termination other condition or creditworthiness of the IndentureCompany which may come into the possession of any of the Collateral Agent Related Persons. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

Authority of Collateral Agent. (a) Each Grantor The Collateral Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Collateral Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall not be liable for the actions of any such agents appointed with due care and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither the Collateral Agent nor any director, officer, employee, attorney or agent of the Collateral Agent shall be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. (b) Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the other Secured PartiesHolders of the Notes, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantorseach or Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties Holders of the Notes with full and valid authority so to act or refrain from acting, and no Grantor Pledgor shall not be under any obligation, obligated or entitlement, entitled to make any inquiry respecting such authority. (bc) U.S. Bank Trust Company, National Association The Trustee has been appointed as trustee pursuant to act as Collateral Agent hereunder by the HoldersIndenture. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Indenture; provided that the Collateral Agent shall, after the payment in full of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) (the “Discharge of the Secured Obligations”), exercise, or refrain from exercising, any remedies provided for herein and otherwise act in accordance with the instructions of the holders of a majority of the Notes (the “Majority Holders”). The provisions of the Indenture relating to the Trustee, including without limitation, the provisions relating to resignation or removal actions of the Trustee and the powershereunder, duties, indemnities and immunities of the Trustee, are incorporated herein by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral Agent, and shall survive any termination are subject to the provisions of the Indenture.

Authority of Collateral Agent. Except as otherwise expressly set forth herein, the following provisions shall govern the Collateral Agent’s rights, powers, obligations and duties under this Security Agreement: (a) Each of the Holders and the Trustee by their acceptance of the benefits hereof hereby designates and appoints U.S. Bank National Association to act as Collateral Agent under this Security Agreement, the Intercreditor Agreements and the other Note Documents to which it is a party, and hereby authorizes the Collateral Agent to take such actions on its behalf under the provisions of this Security Agreement, the Intercreditor Agreements and such other Note Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Security Agreement, the Intercreditor Agreements and such other Note Documents. Without limiting the generality of the foregoing, Collateral Agent shall have the sole and exclusive authority to (a) execute and deliver as Collateral Agent each Security Document and the Intercreditor Agreements and accept delivery of each Security Document and each Intercreditor Agreement from any Grantor acknowledges that or other Person, (b) act as Collateral Agent for the rights purposes of perfecting and maintaining Liens hereunder and under the other Security Documents, and for all other purposes stated herein or therein, and (c) manage, supervise or otherwise deal with Collateral. The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in this Security Agreement, the other Note Documents or the Intercreditor Agreements, and no implied covenants, functions or responsibilities shall be read into this Security Agreement or otherwise exist against Collateral Agent. The conferral upon Collateral Agent of any right shall not imply a duty on Collateral Agent’s part to exercise such rights, unless instructed to do so by the Holders of at least a majority in principal amount of the Notes then outstanding. (b) With respect to the Collateral Agent’s duties under this Security Agreement or any of the Note Documents, the Collateral Agent may act through its attorneys, accountants, experts and such other professionals as the Collateral Agent deems necessary, advisable or appropriate and shall not be responsible for the misconduct or negligence of any attorney, accountant, expert or other such professional appointed with due care. (c) Neither the Collateral Agent nor any of its experts, officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it under or in connection with this Security Agreement or any of the Note Documents (except for its gross negligence or willful misconduct), or (ii) responsible in any manner for any recitals, statements, representations or warranties (other than representations or warranties actually made by it in this Agreement or the Note Documents to which it is a party) made in this Security Agreement or any of the other Note Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Security Agreement with respect to or any action taken by of the Collateral Agent Note Documents or for the exercise value, validity, effectiveness, genuineness, enforceability or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out sufficiency of this Security Agreement shall, or any of the Note Documents or for any failure of the Grantors or any other Person to perform their obligations hereunder and thereunder. Except as between the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantorsotherwise provided herein, the Collateral Agent shall take such action with respect to this Agreement, the Intercreditor Agreement and the other Note Documents as shall be conclusively presumed to be acting as agent for directed by the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor Holders of at least a majority in principal amount of the Notes then outstanding. The Collateral Agent shall not be under any obligationobligation to any Person to ascertain or to inquire as to (i) the observance or performance of any of the agreements contained in, or entitlementconditions of, this Security Agreement or any of the Note Documents or to make inspect the properties, books or records of the Grantors, (ii) whether or not any inquiry respecting such authorityrepresentation or warranty made by any Person in connection with this Security Agreement or any Note Documents is true, (iii) the performance by any Person of its obligations under this Security Agreement or any of the Note Documents or (iv) the breach of or default by any Person of its obligations under this Security Agreement or any of the Note Documents. (bd) U.S. Bank Trust CompanyThe Collateral Agent shall not be bound to (i) account to any Person for any sum or the profit element of any sum received for its own account; (ii) disclose to any other Person any information relating to the Person if such disclosure would, National Association has been appointed or might, constitute a breach of any law or regulation or be otherwise actionable at the suit of any Person; (iii) be under any fiduciary duties or obligations other than those for which express provision is made in this Security Agreement, the Intercreditor Agreements or in any of the other Note Documents to which it is a party; or (iv) be required to take any action that it believes, based on advice of counsel, is in conflict with any applicable law, this Security Agreement, the Intercreditor Agreements or any of the other Note Documents, or any order of any court or administrative agency; (e) The Collateral Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith, except to the extent of the Collateral Agent’s gross negligence or willful misconduct. (f) The Collateral Agent shall not be responsible for, nor incur any liability with respect to, (i) the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the security interest in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part under this Security Agreement or any of the other Note Documents, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral Agent, (ii) the validity or sufficiency of the Collateral or any agreement or assignment contained therein, (iii) the validity of the title of the Grantors to the Collateral, (iv) insuring the Collateral or (v) the payment of taxes, charges or assessments upon the Collateral or otherwise as Collateral Agent hereunder by to the Holdersmaintenance of the Collateral. The Collateral Agent shall be obligated, and authorized to but shall have not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or monitoring or maintaining the right hereunderperfection of any security interest in the Collateral. It is expressly agreed, to make demandsthe maximum extent permitted by applicable law, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Indenture; provided that the Collateral Agent shallshall have no responsibility for (i) taking any necessary steps to preserve rights against any Person with respect to any Collateral or (ii) taking any action to protect against any diminution in value of the Collateral, after but, in each case (A) subject to the payment requirement that the Collateral Agent may not act or omit to take any action if such act or omission would constitute gross negligence or willful misconduct and (B) the Collateral Agent may do so and all expenses reasonably incurred in full of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) (the “Discharge connection therewith shall be part of the Secured Obligations”. (g) Notwithstanding anything in this Security Agreement or any of the Note Documents to the contrary, (i) in no event shall the Collateral Agent or any officer, director, employee, representative or agent of the Collateral Agent be liable under or in connection with this Security Agreement or any of the Note Documents for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits or loss of opportunity, whether or not foreseeable, even if the Collateral Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought; and (ii) the Collateral Agent shall be afforded all of the rights, powers, immunities and indemnities set forth in this Security Agreement and in all of the other Note Documents to which it is a signatory as if such rights, powers, immunities and indemnities were specifically set out in each such Note Documents. In no event shall the Collateral Agent be obligated to invest any amounts received by it hereunder. (h) The Collateral Agent shall be entitled conclusively to rely, and shall be fully protected in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, email, telex or teletype message, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and/or upon advice and/or statements of legal counsel, independent accountants and other experts selected by the Collateral Agent and need not investigate any fact or matter stated in any such document. Any such statement of legal counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Security Agreement or any of the other Note Documents (i) if such action would, in the reasonable opinion of the Collateral Agent (which may be based on the opinion of legal counsel), exercisebe contrary to applicable law or any of the Note Documents, (ii) if such action is not provided for in this Security Agreement or any of the other Note Documents, (iii) if, in connection with the taking of any such action hereunder or under any of the Note Documents that would constitute an exercise of remedies hereunder or under any of the Note Documents it shall not first be indemnified to its satisfaction by the Holders against any and all risk of nonpayment, liability and expense that may be incurred by it, its agents or its counsel by reason of taking or continuing to take any such action, or refrain (iv) if, notwithstanding anything to the contrary contained in this Security Agreement, in connection with the taking of any such action that would constitute a payment due under any agreement or document, it shall not first have received from exercisingthe Holders or the Grantors funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Security Agreement or any remedies provided for herein and otherwise act of the other Note Documents in accordance with the instructions a request of the holders requisite percentage of Holders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the other Holders and the Trustee. (i) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default unless and until the Collateral Agent has received a written notice or a certificate from the Trustee, a Holder or the Grantors stating that a Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Security Agreement, the Intercreditor Agreement or any of the Note Documents shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Security Agreement, any of the other Note Documents or the exercise of any of its rights or powers. The Collateral Agent shall be under no obligation or duty to take any action under this Security Agreement or any of the other Note Documents or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified. (j) Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall become a Collateral Agent under this Security Agreement without the execution or filing of any paper or any further act on the part of the parties hereto except for written notice to the other parties hereto. (k) The Collateral Agent may resign as Collateral Agent at any time upon written notice to the Holders, Trustee and the Grantors and may be removed at any time with or without cause by the Holders of at least a majority in principal amount of the Notes then outstanding, with any such resignation or removal to become effective only upon the appointment of a successor Collateral Agent under this Section. If the Collateral Agent shall provide notice of its resignation or be removed as Collateral Agent, then the Holders of at least a majority in principal amount of the Notes then outstanding shall (and if no such successor shall have been appointed within 45 days of the “Majority Holders”Collateral Agent’s resignation or removal, the Collateral Agent may) appoint a successor Collateral Agent which successor agent shall, in the case of any appointment by the Collateral Agent, be reasonably acceptable to the Holders of at least a majority in principal amount of the Notes then outstanding, and the former Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent (except that the resigning Collateral Agent shall deliver all Collateral then in its possession to the successor Collateral Agent and shall execute and deliver to the successor Collateral Agent such instruments of assignment and transfer and other similar documents as such successor Collateral Agent shall deem necessary or advisable (at the joint and several expense of the Grantors). The provisions of the Indenture relating to the Trustee, including without limitationAfter any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions relating of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. In the event that a successor Collateral Agent is not appointed within the time period specified in this Section following the provision of a notice of resignation or removal of the Trustee and the powers, duties, indemnities and immunities of the Trustee, are incorporated herein by this reference, shall apply to U.S. Bank Trust Company, National Association acting in its capacity as the Collateral Agent, the Collateral Agent or any other Holder may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent (at the joint and shall survive any termination several expense of the IndentureGrantors); provided that until such court appoints a replacement Collateral Agent, such resignation or removal of the existing Collateral Agent shall not be effective.