Common use of Certain Rights of the Collateral Agent Clause in Contracts

Certain Rights of the Collateral Agent. No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if the Collateral Agent shall request instructions from the Required Secured Creditors with respect to any act or action (including failure to act) in connection with the Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security Agreement, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors or as expressly provided in the Security Agreement and (y) without limiting preceding clause (x), the Collateral Agent shall not be liable to any Secured Creditor or any other Person for any action taken or omitted to be taken by it hereunder or under the Security Agreement, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Certain Rights of the Collateral Agent. (a) No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the respective Security AgreementDocuments, if the Collateral Agent shall request instructions from the Required Secured Creditors with respect to any act or action (including failure to act) in connection with the any Security Agreement Document and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the such Security AgreementDocument, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement Documents in accordance with the instructions of the Required Secured Creditors or as expressly provided in the Security Agreement Documents and (y) without limiting preceding clause (x), the Collateral Agent shall not be liable to any Secured Creditor or any other Person for any action taken or omitted to be taken by it hereunder or under the Security AgreementDocuments, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (b) Notwithstanding anything to the contrary contained herein (and subject to Section 2(f) of this Annex D), the Collateral Agent is authorized, but not obligated, (i) to take any action reasonably required to perfect or continue the perfection of the liens on the Collateral for the benefit of the Secured Creditors and (ii) when instructions from the Required Secured Creditors have been requested by the Collateral Agent but have not yet been received, to take any action which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the Secured Creditors in the Collateral; provided that once instructions have been received, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto. (c) Notwithstanding anything to the contrary contained herein or in any Security Document, the Collateral Agent shall not be required to take or refrain from taking, and shall have no liability to any Secured Creditor for taking or refraining from taking, any action that exposes or, in the good faith judgment of the Collateral Agent may expose, the Collateral Agent or its officers, directors, agents or employees to personal liability, unless the Collateral Agent shall be adequately indemnified as provided herein or that is, or in the good faith judgment of the Collateral Agent may be, contrary to any Security Document, any other Secured Debt Agreement or applicable law. (d) For purposes of each Security Document, each Secured Creditor shall appoint a Person as such Secured Creditor’s authorized representative (each, an “Authorized Representative”) for the purpose of giving or delivering any notices or instructions thereunder. Any instructions given by the Required Secured Creditors to the Collateral Agent pursuant to the Security Documents shall be in writing signed by the Authorized Representative(s) of the various Secured Creditors comprising the Required Secured Creditors with respect to such instructions and such instructions shall certify to and for the benefit of the Collateral Agent that the Secured Creditors issuing or delivering such instructions constitute the Required Secured Creditors for purposes of this Section 4 and the instructions being delivered. The Collateral Agent shall be entitled to conclusively and absolutely rely on such instructions and certification as to the identity of the Required Secured Creditors with respect to such instructions, and the Collateral Agent shall not be required to take any action, and shall not be liable to any Secured Creditor for failing or refusing to act, pursuant to any instructions which are not given or delivered by the Authorized Representatives of various Secured Creditors comprising the Required Secured Creditors with respect to such instructions. The parties hereto acknowledge that the Authorized Representative of each of the Secured Creditors shall be (x) the Collateral Agent, in the case of the Bank Creditors and (y) the Senior Second Lien Notes Indenture Trustee, in the case of the Senior Second Lien Notes Creditors.

Certain Rights of the Collateral Agent. (a) No Secured Creditor Party shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Authorized Representatives on behalf of the Applicable Secured Creditors Parties having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if the Collateral Agent shall request instructions from the Required Authorized Representatives on behalf of the Applicable Secured Creditors Parties with respect to any act or action (including failure to act) in connection with the any Security Agreement Document and the Required Authorized Representatives on behalf of the Applicable Secured Creditors Parties shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the such Security AgreementDocument, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Authorized Representatives on behalf of the Applicable Secured Creditors Parties and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor Party or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor Party shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement Documents in accordance with the instructions of the Required Authorized Representatives on behalf of the Applicable Secured Creditors Parties or as expressly provided in the Security Agreement Documents and (y) without limiting the preceding clause (x), the Collateral Agent shall not be liable to any Secured Creditor Party or any other Person for any action taken or omitted to be taken by it hereunder or under the Security AgreementDocuments, unless caused by its gross negligence or willful misconduct misconduct. (b) Notwithstanding anything to the contrary contained herein (and subject to Section 2(f) of this Annex 1), the Collateral Agent is authorized, but not obligated, (i) to take any action reasonably required to perfect or continue the perfection of the liens on the Collateral for the benefit of the Secured Parties and (ii) when instructions from the Authorized Representatives on behalf of the Applicable Secured Parties have been requested by the Collateral Agent but have not yet been received, to take any action which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the Secured Parties in the Collateral; provided that once instructions have been received, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto. (c) Notwithstanding anything to the contrary contained herein or in any Security Document, the Collateral Agent shall not be required to take or refrain from taking, and shall have no liability to any Secured Party for taking or refraining from taking, any action that exposes or, in the good faith judgment of the Collateral Agent may expose, the Collateral Agent or its officers, directors, agents or employees to personal liability, unless the Collateral Agent shall be adequately indemnified as determined provided herein or that is, or in the good faith judgment of the Collateral Agent may be, contrary to any Security Document, any other Secured Debt Document or applicable law. (d) For purposes of the Security Agreement, each Secured Party shall appoint a Person as its Authorized Representative for the purpose of giving or delivering any notices or instructions thereunder. Any instructions given by a court the Authorized Representatives on behalf of competent jurisdiction the Applicable Secured Parties to the Collateral Agent pursuant to the Security Documents shall be in a final writing signed by the Authorized Representative(s) of the various Secured Parties comprising the Applicable Secured Parties with respect to such instructions and non-appealable decision)such instructions shall certify to and for the benefit of the Collateral Agent that the Secured Parties authorizing such instructions constitute the Applicable Secured Parties for purposes of this Section 4 and the instructions being delivered. In determining whether the Applicable Secured Parties have consented to any action under the Security Documents, the Collateral Agent may conclusively rely on each Authorized Representative as to the amount of Secured Obligations held by holders represented by such Authorized Representative. The Collateral Agent shall be entitled to conclusively and absolutely rely on such instructions and certification as to the identity of the Applicable Secured Parties with respect to such instructions, and the Collateral Agent shall not be required to take any action, and shall not be liable to any Secured Party for failing or refusing to act, pursuant to any instructions which are not given or delivered by the Authorized Representatives of various Secured Parties comprising the Applicable Secured Parties with respect to such instructions. The parties hereto acknowledge that the Authorized Representative of each of the Secured Parties shall be (w) the First Priority Trustee, in the case of the First Priority Note Creditors, (x) the First Priority Administrative Agent, in the case of the First Priority Bank Creditors, (y) the Second Priority Trustee, in the case of the Second Priority Note Creditors and (z) as set forth in the applicable Additional Secured Party Consent with respect to any Additional Secured Obligations.

Certain Rights of the Collateral Agent. (a) No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any the Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required , it being understood and agreed that nothing in this Agreement shall affect the rights of the Secured Creditors to be taken by the Collateral Agent accelerate their respective Obligations in accordance with the Security Agreement, if their respective Secured Debt Documents. If the Collateral Agent shall request instructions from the Required Secured Creditors Creditors, with respect to any act or action (including failure to act) in connection with the Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security this Agreement, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors or as expressly provided Creditors. As used herein, the term "Required Secured Creditors" shall mean the Required Banks (or, to the extent required by Section 13.12 of the Credit Agreement, all of the Banks). Notwithstanding anything to the contrary contained in the Security Agreement immediately preceding sentence, if at any time the principal of any Obligations secured hereby has been accelerated, or the final maturity date with respect to any such principal Obligations has occurred, and as a result thereof one or more payment Events of Default (y) without limiting preceding clause (xwhere the aggregate principal amount of such Obligations accelerated or not paid at final maturity equals or exceeds $100,000,000), the Collateral Agent which payment Events of Default shall not be liable to any Secured Creditor or any other Person for any action taken or omitted to be taken by it hereunder or under the Security Agreement, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).have continued

Certain Rights of the Collateral Agent. (a) No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any the Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if If the Collateral Agent shall request instructions from the Required Secured Creditors Creditors, with respect to any act or action (including failure to act) in connection with the any Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security AgreementDocument, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors. Notwithstanding anything to the contrary contained above in this Section 4(a), if at any time the principal of any Obligations secured by the Security Documents has been accelerated, or the final maturity date with respect to any such principal Obligations has occurred, and as a result thereof one or more payment Events of Default (where the aggregate principal amount of such Obligations accelerated or not paid at final maturity equals or exceeds $50,000,000), which payment Events of Default shall have continued in existence for at least 90 consecutive days after the date of such acceleration or final maturity, and the Required Secured Creditors or at such time (determined without regard to this sentence) have not directed the Collateral Agent to commence enforcement proceedings pursuant to any of the Security Documents, then so long as expressly such payment Event of Annex O Page3 Default is continuing the Secured Creditors holding at least a majority of the outstanding Obligations secured hereby subject to such payment Event of Default shall constitute the Required Secured Creditors for purposes of causing the Collateral Asset to commence enforcement proceedings pursuant to the Security Documents, provided that in such event the Secured Creditors who would constitute the Required Secured Creditors in the Security Agreement absence of this sentence shall have the right to direct the manner and method of enforcement so long as such directions do not materially delay or impair the taking of enforcement action. (b) Notwithstanding anything to the contrary contained herein, the Collateral Agent is authorized, but not obligated, (i) to take any action reasonably required to perfect or continue the perfection of the liens on the Collateral for the benefit of the Secured Creditors and (yii) without limiting preceding clause when instructions from the Required Secured Creditors have been requested by the Collateral Agent but have not yet been received, to take any action which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the Secured Creditors in the Collateral; provided that once instructions have been received, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto. (x)c) Notwithstanding anything to the contrary contained herein or in any other Security Document, the Collateral Agent shall not be liable required to take any action that exposes or, in the good faith judgment of the Collateral Agent may expose, the Collateral Agent or its officers, directors, agents or employees to personal liability, unless the Collateral Agent shall be adequately indemnified as provided herein, or that is, or in the good faith judgment of the Collateral Agent may be, contrary to any Secured Creditor or Security Document, any other Person for any action taken Secured Debt Document or omitted to be taken by it hereunder or under the Security Agreement, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)applicable law.

Certain Rights of the Collateral Agent. (a) No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any the Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if If the Collateral Agent shall request instructions from the Required Secured Creditors with respect to any act or action (including failure to act) in connection with the Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security this Agreement, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors. (b) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Secured Creditors, unless such Secured Creditors or as expressly provided in the Security Agreement and (y) without limiting preceding clause (x), shall have offered to the Collateral Agent shall not reasonable security or indemnity against the costs, expenses and liabilities that might be liable to any Secured Creditor or any other Person for any action taken or omitted to be taken incurred by it hereunder in compliance with such request or under the Security Agreement, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)direction.

Certain Rights of the Collateral Agent. (a) No Secured Creditor shall have the (i) any right to take individually seek to enforce any action with respect Security Document or to realize upon the security to be granted thereby or (or againstii) any Collateral, or right to cause the Collateral Agent to take any other action with respect to (or against) any the Collateral, with only the Required Secured Creditors Collateral Agent having the right to direct enforce the Collateral Agent by written instruction in accordance with Section 4(d) hereof to Security Documents, realize upon the security granted thereby and take any such actionother action (in each case) at the direction of the Required Secured Creditors. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if If the Collateral Agent shall request instructions from the Required Secured Creditors with respect to any act or action (including failure to act) in connection with any of the Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security AgreementDocuments, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement Documents in accordance with the instructions of the Required Secured Creditors. (b) Notwithstanding anything to the contrary contained herein, the Collateral Agent is authorized by the Secured Creditors, but not obligated, (i) to take any action reasonably required to perfect or continue the perfection of the Liens on the Collateral for the benefit of the Secured Creditors and (ii) when instructions from the Required Secured Creditors have been requested by the Collateral Agent but have not yet been received, to take any action which the Collateral Agent, in good faith, believes to be desirable or as expressly provided reasonably required to promote and protect the interests of the Secured Creditors in the Collateral. (c) Notwithstanding anything to the contrary contained herein or in any of the Security Agreement and (y) without limiting preceding clause (x)Documents, the Collateral Agent shall not be liable required to take any action that (i) exposes, or in the good faith judgment of the Collateral Agent may expose, the Collateral Agent or its officers, directors, affiliates, agents or employees to personal liability, unless the Collateral Agent shall be adequately indemnified as provided herein, or (ii) is, or in the good faith judgment of the Collateral Agent may be, contrary to any Secured Creditor or of the Security Documents, any other Person for any action taken Secured Debt Agreement or omitted to be taken by it hereunder or under the Security Agreement, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)applicable law.

Certain Rights of the Collateral Agent. (a) No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Secured Creditors Lenders (or in the specific circumstances contemplated by (and subject to the terms of) Section 7.1, the holders of a majority of the Applicable Obligations) having the right to direct the Collateral Agent (such holders of Obligations so entitled to direct the Collateral Agent, the “Required Secured Creditors”) by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if the Collateral Agent shall request instructions from the Required Secured Creditors with respect to any act or action (including failure to act) in connection with the Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security Agreement, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors or as expressly provided in the Security Agreement and (y) without limiting preceding clause (x), the Collateral Agent shall not be liable to any Secured Creditor or any other Person for any action taken or omitted to be taken by it hereunder or under the Security Agreement, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (b) Notwithstanding anything to the contrary contained herein (and subject to Section 2(f) of this Annex M), the Collateral Agent is authorized, but not obligated, (i) to take any action reasonably required to perfect or continue the perfection of the liens on the Collateral for the benefit of the relevant Secured Creditors and (ii) when instructions from the Required Secured Creditors have been requested by the Collateral Agent but have not yet been received, to take any action which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the Secured Creditors in the Collateral; provided that once instructions have been received, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto. (c) Notwithstanding anything to the contrary contained herein or in the Security Agreement, the Collateral Agent shall not be required to take or refrain from taking, and shall have no liability to any Secured Creditor for taking or refraining from taking, any action that exposes or, in the good faith judgment of the Collateral Agent may expose, the Collateral Agent or its officers, directors, agents or employees to personal liability, unless the Collateral Agent shall be adequately indemnified as provided herein or that is, or in the good faith judgment of the Collateral Agent may be, contrary to the Security Agreement, any other Secured Debt Agreement or applicable law. (d) For purposes of the Security Agreement, each Secured Creditor shall appoint a Person as such Secured Creditor’s authorized representative (each, an “Authorized Representative”) for the purpose of giving or delivering any notices or instructions thereunder. Any instructions given by the Required Secured Creditors to the Collateral Agent pursuant to the Security Agreement shall be in writing signed by the Authorized Representative(s) of the various Secured Creditors comprising the Required Secured Creditors with respect to such instructions and such instructions shall certify to and for the benefit of the Collateral Agent that the Secured Creditors issuing or delivering such instructions constitute the Required Secured Creditors for purposes of this Section 4 and the instructions being delivered. The Collateral Agent shall be entitled to conclusively and absolutely rely on such instructions and certification as to the identity of the Required Secured Creditors with respect to such instructions, and the Collateral Agent shall not be required to take any action, and shall not be liable to any Secured Creditor for failing or refusing to act, pursuant to any instructions which are not given or delivered by the Authorized Representatives of various Secured Creditors comprising the Required Secured Creditors with respect to such instructions. The parties hereto acknowledge that the Authorized Representative of each of the Secured Creditors shall be (1) the Administrative Agent, in the case of the Lender Creditors, (2) the Existing Senior Notes Trustee, in the case of the Existing Senior Notes Creditors, (3) the New Senior Notes Trustee in the case of the New Senior Notes Creditors, (4) the Refinancing Senior Notes Trustee, in the case of the Refinancing Senior Notes Creditors, (5) in the case of any Credit Card Issuer, such representative as may be designated by such Credit Card Issuer by written notice to the Collateral Agent from time to time and (6) in the case of any Hedging Creditor, such representative as may be designated by such Hedging Creditor by written notice to the Collateral Agent from time to time.

Certain Rights of the Collateral Agent. PARI PASSU IN PRIORITY OF LIENS; SEPARATE COLLATERAL. 2.4.1 No Secured Creditor Party shall have the right to take any action with respect to (or against) any Shared Collateral, or but instead may only cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Secured Creditors having the right to direct the Shared Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security terms and subject to the limitations set forth herein. Notwithstanding the preceding sentence or any other provision of this Agreement to the contrary, (a) the 2014 Notes Indenture Trustee (acting in accordance with the 2014 Indenture) shall have the right at any time to exercise (or to cause the Collateral Agent to exercise) any rights or remedies with respect to the 2014 Notes Separate Collateral and (b) the Bank Agent (acting in accordance with the Bank Credit Agreement, if ) shall have the right at any time to exercise (or to cause the Collateral Agent to exercise) any rights or remedies with respect to the Bank Separate Collateral. If the Collateral Agent shall request instructions from the Required Secured Creditors Parties with respect to any act or action (including failure to act) in connection with this Agreement or the Shared Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security AgreementDocuments, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors Parties and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor Party or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor Party shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting (i) hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors Parties or (ii) under any Shared Security Document as expressly provided for therein. 2.4.2 Notwithstanding anything to the contrary contained in this Agreement, the Collateral Agent is authorized, but not obligated, (a) to take any action reasonably required to perfect or continue the perfection of the Liens on the Shared Collateral for the benefit of the Secured Parties, including entering into any Security Document with respect to Shared Collateral or any other document in connection with a Security Document, as secured party or beneficiary, as applicable, on behalf of the applicable Secured Parties (and each Project Credit Party, on behalf of the Secured Parties it represents, agrees to be bound by such documents to the extent the Collateral Agent has entered into such documents on behalf of such parties), and (b) when instructions from the Required Secured Parties have been requested by the Collateral Agent but have not yet been received, to take any action which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the Secured Parties in the Shared Collateral; provided that once instructions have been received, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto. In addition, once the Collateral Agent has been instructed by the Required Secured Parties to commence enforcement proceedings under the Shared Security Documents, the Collateral Agent shall in good faith and in the manner reasonably believed by the Collateral Agent to be in the interest of the Secured Parties, promptly commence and diligently pursue to completion the exercise of all rights and remedies available to the Collateral Agent under the Shared Security Documents, subject to the Collateral Agent's right to request instructions and/or indemnities from the Required Secured Parties as provided in Sections 2.4.1 and 2.4.3. 2.4.3 Notwithstanding anything to the Security Agreement and (y) without limiting preceding clause (x)contrary contained in this Agreement, the Collateral Agent shall not be liable required to any Secured Creditor or any other Person for take any action taken that exposes or, in the good faith judgment of the Collateral Agent may expose, the Collateral Agent or omitted its officers, directors, agents or employees to personal liability unless the Collateral Agent shall be taken by it adequately indemnified as provided herein or that is, or in the good faith judgment of the Collateral Agent may be, contrary to the Shared Security Documents or applicable Legal Requirements. In addition, none of the provisions of this Agreement shall be construed to require the Collateral Agent to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder or under the Shared Security AgreementDocuments, unless caused by or in the exercise of any of its gross negligence rights or willful misconduct (as determined by a court powers if it shall have reasonable grounds for believing that repayment of competent jurisdiction in a final and non-appealable decision)such funds or inadequate indemnity against such risk or liability is not reasonably assured to it.

Certain Rights of the Collateral Agent. No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if If the Collateral Agent shall request instructions from the Required Secured Creditors Parties with respect to any act or action (including failure to act) in connection with the Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security this Agreement, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express such instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, Parties and the Collateral Agent shall not incur no liability to any Secured Creditor or any other Person by reason of so refraining. In the event that the Collateral Agent seeks direction in that regard, it shall be protected in such decision provided: (i) It has, at the Company's expense, provided written or facsimile notice of its proposed course of action to each Secured Party at their last listed address; and (ii) It has not received within five (5) business days after date of notice, written or facsimile notice of non-acquiescence duly executed by the holders of the Required Secured Parties. The Collateral Agent shall not be obligated to take any action hereunder (i) if such action would, in the reasonable opinion of the Collateral Agent, be contrary to applicable law or this Agreement, (ii) if it shall not receive such advice or concurrence of the Required Secured Parties as it reasonably deems appropriate or (iii) if it shall not first be indemnified to its satisfaction by the Secured Parties requesting such action against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, (x) no Secured Creditor Party shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent Agent's acting or refraining from acting hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors or as expressly provided in the Security Agreement and (y) without limiting preceding clause (x), the Collateral Agent shall not be liable to any Secured Creditor or any other Person for any action taken or omitted to be taken by it hereunder or under the Security Agreement, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)Parties.

Certain Rights of the Collateral Agent. (a) No Secured Creditor shall have the (i) any right to take individually seek to enforce any action with respect Collateral Document or to realize upon the security to be granted thereby or (or againstii) any Collateral, or right to cause the Collateral Agent to take any action with respect to (or against) any the Collateral, with only the Required Secured Creditors Collateral Agent having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such actionaction at the direction of the Required Secured Creditors. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if If the Collateral Agent shall request instructions from the Required Secured Creditors with respect to any act or action (including failure to act) in connection with the Security Agreement and the Required Secured Creditors shall fail to instruct any of the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security AgreementDocuments, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors. (b) Notwithstanding anything to the contrary contained herein, the Collateral Agent is authorized, but not obligated, (i) to take any action reasonably required to perfect or continue the perfection of the Liens on the Collateral for the benefit of the Secured Creditors and (ii) when instructions from the Required Secured Creditors have been requested by the Collateral Agent but have not yet been received, to take any action which the Collateral Agent, in good faith, believes to be desirable or as expressly provided reasonably required to promote and protect the interests of the Secured Creditors in the Security Agreement and Collateral. (yc) without limiting preceding clause (x)Notwithstanding anything to the contrary contained herein or in any of the Collateral Documents, the Collateral Agent shall not be liable required to take any action that (i) exposes, or in the good faith judgment of the Collateral Agent may expose, the Collateral Agent or its officers, directors, affiliates, agents or employees to personal liability, unless the Collateral Agent shall be adequately indemnified as provided herein, or (ii) is, or in the good faith judgment of the Collateral Agent may be, contrary to any Secured Creditor or of the Collateral Documents, any other Person for any action taken Secured Debt Agreement or omitted to be taken by it hereunder or under the Security Agreement, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)applicable law.

Certain Rights of the Collateral Agent. (a) No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the respective Security AgreementDocuments, if the Collateral Agent shall request instructions from the Required Secured Creditors with respect to any act or action (including failure to act) in connection with the any Security Agreement Document and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the such Security AgreementDocument, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement Documents in accordance with the instructions of the Required Secured Creditors or as expressly provided in the Security Agreement Documents and (y) without limiting preceding clause (x), the Collateral Agent shall not be liable to any Secured Creditor or any other Person for any action taken or omitted to be taken by it hereunder or under the Security AgreementDocuments, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (b) Notwithstanding anything to the contrary contained herein (and subject to Section 2(f) of this Annex D), the Collateral Agent is authorized, but not obligated, (i) to take any action reasonably required to perfect or continue the perfection of the liens on the Collateral for the benefit of the Secured Creditors and (ii) when instructions from the Required Secured Creditors have been requested by the Collateral Agent but have not yet been received, to take any action which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the Secured Creditors in the Collateral; provided that once instructions have been received, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto. (c) Notwithstanding anything to the contrary contained herein or in any Security Document, the Collateral Agent shall not be required to take or refrain from taking, and shall have no liability to any Secured Creditor for taking or refraining from taking, any action that exposes or, in the good faith judgment of the Collateral Agent may expose, the Collateral Agent or its officers, directors, agents or employees to personal liability, unless the Collateral Agent shall be adequately indemnified as provided herein or that is, or in the good faith judgment of the Collateral Agent may be, contrary to any Security Document, any other Secured Debt Agreement or applicable law. (d) For purposes of each Security Document, each Secured Creditor shall appoint a Person as such Secured Creditor’s authorized representative (each, an “Authorized Representative”) for the purpose of giving or delivering any notices or instructions thereunder. Any instructions given by the Required Secured Creditors to the Collateral Agent pursuant to the Security Documents shall be in writing signed by the Authorized Representative(s) of the various Secured Creditors comprising the Required Secured Creditors with respect to such instructions and such instructions shall certify to and for the benefit of the Collateral Agent that the Secured Creditors issuing or delivering such instructions constitute the Required Secured Creditors for purposes of this Section 4 and the instructions being delivered. The Collateral Agent shall be entitled to conclusively and absolutely rely on such instructions and certification as to the identity of the Required Secured Creditors with respect to such instructions, and the Collateral Agent shall not be required to take any action, and shall not be liable to any Secured Creditor for failing or refusing to act, pursuant to any instructions which are not given or delivered by the Authorized Representatives of various Secured Creditors comprising the Required Secured Creditors with respect to such instructions. The parties hereto acknowledge that the Authorized Representative of each of the Secured Creditors shall be (x) the Administrative Agent, in the case of the Bank Creditors and (y) the Senior Second Lien Notes Indenture Trustee, in the case of the Senior Second Lien Notes Creditors.

Certain Rights of the Collateral Agent. (a) No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if the Collateral Agent shall request instructions from the Required Secured Creditors with respect to any act or action (including failure to act) in connection with the Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security Agreement, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors or as expressly provided in the Security Agreement and (y) without limiting preceding clause (x), the Collateral Agent shall not be liable to any Secured Creditor or any other Person for any action taken or omitted to be taken by it hereunder or under the Security Agreement, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (b) Notwithstanding anything to the contrary contained herein (and subject to Section 2(f) of this Annex K), the Collateral Agent is authorized, but not obligated, (i) to take any action reasonably required to perfect or continue the perfection of the liens on the Collateral for the benefit of the Secured Creditors and (ii) when instructions from the Required Secured Creditors have been requested by the Collateral Agent but have not yet been received, to take any action which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the Secured Creditors in the Collateral; provided that once instructions have been received, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto. (c) Notwithstanding anything to the contrary contained herein or in the Security Agreement, the Collateral Agent shall not be required to take or refrain from taking, and shall have no liability to any Secured Creditor for taking or refraining from taking, any action that exposes or, in the good faith judgment of the Collateral Agent may expose, the Collateral Agent or its officers, directors, agents or employees to personal liability, unless the Collateral Agent shall be adequately indemnified as provided herein or that is, or in the good faith judgment of the Collateral Agent may be, contrary to the Security Agreement, any other Secured Debt Agreement or applicable law. (d) For purposes of the Security Agreement, each Secured Creditor shall appoint a Person as such Secured Creditor’s authorized representative (each, an “Authorized Representative”) for the purpose of giving or delivering any notices or instructions thereunder. Any instructions given by the Required Secured Creditors to the Collateral Agent pursuant to the Security Agreement shall be in writing signed by the Authorized Representative(s) of the various Secured Creditors comprising the Required Secured Creditors with respect to such instructions and such instructions shall certify to and for the benefit of the Collateral Agent that the Secured Creditors issuing or delivering such instructions constitute the Required Secured Creditors for purposes of this Section 4 and the instructions being delivered. The Collateral Agent shall be entitled to conclusively and absolutely rely on such instructions and certification as to the identity of the Required Secured Creditors with respect to such instructions, and the Collateral Agent shall not be required to take any action, and shall not be liable to any Secured Creditor for failing or refusing to act, pursuant to any instructions which are not given or delivered by the Authorized Representatives of various Secured Creditors comprising the Required Secured Creditors with respect to such instructions. The parties hereto acknowledge that the Authorized Representative of each of the Secured Creditors shall be (x) the Administrative Agent, in the case of the Lender Creditors, (y) the Existing Senior Subordinated Secured Notes Indenture Trustee, in the case of the Existing Senior Subordinated Secured Notes Creditor (on behalf of the Existing Senior Subordinated Secured Noteholders) and (z) in the case of any Other Creditor, such representative as may be designated by such Other Creditor by written notice to the Collateral Agent from time to time.

Certain Rights of the Collateral Agent. No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if If the Collateral Agent shall request instructions from the Required Secured Creditors Lenders with respect to any act or action (including the failure to act) in connection with this Intercreditor Agreement, the Indebtedness and the Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security AgreementInstruments, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it the Collateral Agent shall have received express instructions from the Required Secured Creditors and Lenders pursuant to the extent requested, appropriate indemnification in respect of actions to be taken, terms hereof; and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor Lender shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting under this Intercreditor Agreement or the Security Instruments in accordance with the written instructions given in accordance with this Intercreditor Agreement and such instructions and any action taken or failure to act pursuant thereto shall be binding on all the Lenders. Except for action expressly required of the Collateral Agent pursuant to the terms hereof, the Collateral Agent shall be fully justified in failing or refusing to take any action hereunder or under the Security Agreement in accordance with Instruments unless it shall first be indemnified to its satisfaction by the Obligors or the Lenders against any and all liability and expense which may be incurred by the Collateral Agent by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Article IV or any indemnity or instructions provided by any or all of the Required Secured Creditors or as expressly provided in the Security Agreement and (y) without limiting preceding clause (x)Lenders, the Collateral Agent shall not be liable required to any Secured Creditor or any other Person for take any action taken which exposes the Collateral Agent to personal liability or omitted which is contrary to be taken by it hereunder or under this Intercreditor Agreement, the Security Agreement, unless caused by its gross negligence Instruments or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)applicable law.

Certain Rights of the Collateral Agent. No PARI PASSU IN PRIORITY OF LIENS; SEPARATE COLLATERAL. 3.4.1 Prior to the discharge of the First Lien Secured Creditor Obligations, no Secured Party shall have the right to take any action with respect to (or against) any Shared Collateral or First Lien Shared Collateral, or but instead may only cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Secured Creditors having the right to direct the Shared Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the or First Lien Shared Collateral Agent in accordance with the Security Agreementterms and subject to the limitations set forth herein. Notwithstanding the preceding sentence or any other provision of this Agreement to the contrary, if the 2014 Notes Indenture Trustee (acting in accordance with the 2014 Notes Indenture) shall have the right at any time to exercise any rights or remedies with respect to the 2014 Notes Separate Collateral. If the Collateral Agent shall request instructions from the Required Secured Creditors Parties with respect to any act or action (including failure to act) in connection with this Agreement or the First Lien Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security AgreementDocuments, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors Parties and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor Party or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor Party shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting (i) hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors Parties or (ii) under any First Lien Security Document as expressly provided for therein. 3.4.2 Notwithstanding anything to the contrary contained in this Agreement, the Collateral Agent is authorized, but not obligated, (a) to take any action reasonably required to perfect or continue the perfection of the Liens on the First Lien Shared Collateral and the Shared Collateral for the benefit of the First Lien Secured Parties, including entering into any Security Document with respect to First Lien Shared Collateral or any other document in connection with a Security Document, as secured party or beneficiary, as applicable, on behalf of the applicable First Lien Secured Parties (and each Project Credit Party, on behalf of the First Lien Secured Parties it represents, agrees to be bound by such documents to the extent the Collateral Agent has entered into such documents on behalf of such parties), and (b) when instructions from the Required Secured Parties have been requested by the Collateral Agent but have not yet been received, to take any action which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the First Lien Secured Parties in the First Lien Shared Collateral and the Shared Collateral; provided that once instructions have been received, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto. In addition, once the Collateral Agent has been instructed by the Required Secured Parties to commence enforcement proceedings under the First Lien Security Documents, the Collateral Agent shall in good faith and in the manner reasonably believed by the Collateral Agent to be in the interest of the First Lien Secured Parties, promptly commence and diligently pursue to completion the exercise of all rights and remedies available to the Collateral Agent under the First Lien Security Documents, subject to the Collateral Agent's right to request instructions and/or indemnities from the Required Secured Parties as provided in Sections 3.4.1 and 3.4.3. 3.4.3 Notwithstanding anything to the Security Agreement and (y) without limiting preceding clause (x)contrary contained in this Agreement, the Collateral Agent shall not be liable required to any Secured Creditor or any other Person for take any action taken that exposes or, in the good faith judgment of the Collateral Agent may expose, the Collateral Agent or omitted its officers, directors, agents or employees to personal liability unless the Collateral Agent shall be taken by it adequately indemnified as provided herein or that is, or in the good faith judgment of the Collateral Agent may be, contrary to the First Lien Security Documents or applicable law. In addition, none of the provisions of this Agreement shall be construed to require the Collateral Agent to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder or under the First Lien Security AgreementDocuments, unless caused by or in the exercise of any of its gross negligence rights or willful misconduct (as determined by a court powers if it shall have reasonable grounds for believing that repayment of competent jurisdiction in a final and non-appealable decision)such funds or inadequate indemnity against such risk or liability is not reasonably assured to it.